The Matrix Retributions
by Soccerjockey
Summary: The final chapter in the Matrix mythology. Many decades after Revolutions,the war has restarted and the crew of the Exodus will stop at nothing to achieve the destruction of the Matrix. Cannon based. ACT 2 part 2 up!
1. ACT 1

**THE MATRIX RETRIBUTIONS (2005)**

by-

Josiah Hutchison

additional concepts by-

Matt White

based on the scripts, "The Matrix,  
"The Matrix Reloaded,  
and "The Matrix Revolutions"  
by the Wachowski Brothers, as well as "Enter the Matrix"  
"The Matrix Online"  
and "The Animatrix"

"The Matrix" universe and affiliated characters are owned strictly by the Wachowski Brothers  
and Warner Brothers Inc. All origional characters belong to me.

The Matrix Retributions : Offical Soundtrack Music from and inspired by the motion-picture script.

1. Back Into Hell - Meatloaf  
2. Ready Fules - Anberlin   
3. My Last Bearth - Evanescence  
4. Everything Dies - Type O-  
5. Downfall - Trust Company   
6. Wake Up, Make A Move - Lostprophets   
7. Millionare - Queens of the Stone Age   
8. Tribal - P.O.D.  
9. Let the Bodies Hit the Floor - Drowning Pool   
10. Gurella Raido - Rage Against the Machine   
11. In Keeping Secrets of Silent Earth - Cohead and Cambria   
12. Army of Me - Bjork   
13. Optimissed - Skinnypuppy   
14. Session - Linkin Park   
15. Clubbed to Death - Rob Dougan   
16. Revolutions Main Titles   
17. Tea House - Juno Reactor  
18. Morbid Mifune - Don Davis   
19. Death Dealer Descent - Reholder  
20. Tetsujin - Juno Reactor/Don Davis   
21. Neodammerung - Don Davis 

note track 18 subject to change

FADE IN:

(Soundtrack note "The Matrix Revolutions Main Titles" - Don Davis)

Black screen. We hear the noise of a loading modem dial-up. Green scrolling  
symbols fill the screen and form the words : "THE MATRIX" and then,  
"RETRIBUTIONS". The symbols continue to drop and form the outline of a  
city skyline. The symbols drop then fade out to.

Ext. Hotel Lafayette

Open on a city skyline at nightime. Everything seems in a shade of green.A lone  
woman stands atop the roof of a dilapidated building. A breeze kicks  
up and her shoulder legnth red hair blows in the wind. She is dressed compleatly  
in tight black leather, a jumpsuit and small waist-up coat. She has beautiful  
features. Her name is Phoenix.

A cell phone rings, and she smoothly pulls it out of a pocket in her jacket.  
She presses a switch and the bottom flips down, turned on and ready for use.  
She lifts it to her ear.

PHOENIX  
Is it ready? 

OPERATOR (v.o.)  
Yes. He sould be there any second.

PHOENIX  
Any agents? 

OPERATOR (v.o.)  
Not yet, atleast.

PHOENIX  
Good. 

She hangs up the phone and places it in her coat. Then she walkes over  
to the edge and looks over.

On the street floor we see three figures, one male, two female, all dressed in black.  
They walk into a nightclub with a neon sign that reads "TECH NOIR" in flashing green.

As soon as they are inside and the street is clean, Phoenix takes a deep  
breath, flips her arms out almost as wings, and jumps over the side of the building.

EXT. City streets

Slow-mo shot of her smashing onto the street floor in a crouched postion, and  
shock waves splash outwards. She stands up perfectly unharmed, and straightens  
a loose strand of hair that had come slightly out of place. 

INT. Tech Noir nightclub

(Soundtrack note select clips from "Army of Me" - Bjork)

Loud, ambient music assults our senses. Hundreds of people are packed into the  
tiny little space, all dressed in black clothing, many of the girls in skimpy, revealing outfits.  
All are rave dancing.

A young teenager breaks away from the dance floor and walks over to the bar. He  
has on a "Famous Stars and Straps" teeshirt, and his hair is spiked with red tips.  
He looks no more than 18. Probably too young to be in there. His name is LOKI.

He slaps a handshake with the bartender, a huge black man in his early fourties.  
This is SHAWN.

LOKI  
Hey whats up Shawn! 

SHAWN  
Aww, nothin much James. What's go'in on dog?

LOKI  
Why don't you get me a beer and we can talk for a while. 

Shawn pulls a beer out from the rack behind him.

SHAWN  
You goanna get me arrested one of these days, man. Your about 3 years too young for this stuff. 

He twists off the cap and hands the beer to Loki.

LOKI  
Hey, it's no problem. 

SHAWN  
Maybe not for you.

The two of them laugh. and Loki takes a long swig. Another coustomer appears a  
few feet away and Shawn moves off to help him. Loki is left alone. He takes another  
swig.We hear that the music in the club has changed.

Another teenager, about his age, walks up to the bar. He is dressed very similar to Loki,  
with neo-gothic clothes and spikey hair. His name is KNOX. Another hacker.

KONX  
Hey Jamie. You got it? 

LOKI  
Right here dude.

Loki reaches into his back pocket and pulls out a small floppy disc, handing it to Knox.

KNOX  
Good man. By tomorrow afternoon we'll both be about 50,000 dollars richer LOKI  
Hell yes! 

The two of them slap a high five.

LOKI  
Now remember, release it from one of your laptops while logged in to their database.  
The program will transfer the funds to your other computer, just make sure their linked.

KNOX  
Yeah, I know. But dude, me and some of the others are gonna hang tonight. You wanna join? 

Knox opens up his coat to put the disc in one of the inside pockets, and as he does so, Loki sees a  
bunch of syringes full of mescaline and other liquid drugs. Knox hands him a large  
wad of bills. Loki takes this and slips it into his pocket.

LOKI  
No thanks. I got work tomorrow.

KNOX  
Whatever. I'll catch up to you later. 

He slips away from the bar and in to the crowd of people, heading for the door. A group of 5  
other hackers are waiting for him at the entrance, and when he catches up to them they all turn and  
walk out.

Only seconds later we see Phoenix enter the club and walk toward him. Loki sees this as well,  
and leans back against the bar, checking her out. She dosn't look to bad. A little older.

She walks right up to him.

PHOENIX  
Hello Loki. 

Loki is taken aback. Not many people besides Knox and a few others know him by his  
hacker name. He hopes not, atleast, he's commited more than a dozen different computer crimes,  
and all more than once.

LOKI  
I don't know what you are talking about. 

He shrugs and begins to turn away.

PHOENIX  
Listen to me. 

Loki is struck by the power in her voice.

PHOENIX  
I don't have much time. And neither do you. The're looking for you. 

LOKI (puzzeled).  
What? Who is looking for me? Who are you?

PHOENIX (ignoring his questions)  
The time has come for you to make your choice. 

She leans close to him so that only he can hear.

PHOENIX (whispering)  
I know about the virus you just sold to Knox.  
I also know what your searching for. And I know the question. The question that compells  
you to do everything you have done for the past 3 years.

LOKI  
' What is the Matrix? '

PHOENIX  
The truth is out there, Loki.  
All you have to do is embrace it,  
just like I did. It is almost time.  
She begins to walk off.

LOKI  
Wait! 

She stops and turn around.

LOKI  
What's your name?

PHOENIX  
Phoenix. 

With that she dissapears into the crowd. Loki is left at the bar to ponder her words.  
He takes another swig from his beer and turns away. EXT. Street outside nightclub

Phoenix pushes open the glass doors of the nightclub and walks over to the shadows   
on the other end of the street. She pulls out her cell phone and presses 'Send.  
We hear a number being dialed. The same man picks up from before.

OPERATOR (v.o.)  
Operator.

PHOENIX  
I need an exit.

OPERATOR (v.o.)  
I got one ready for ya. Its at the corner of Smith and Holmes on 94th. 

PHOENIX Any agent activity?

OPERATOR (v.o.)  
Still nothing.

PHOENIX  
Very strange. 

She closes her phone and drops it back in her pocket. She starts off on a quick but  
steady walk as to not attract attention, careful not to meet anyone's eyes.

INT. Tech Noir nightclub

Loki finishes his drink and prepaires to leave. Nodding a goodbye to some of his  
friends who are sitting at a table, he heads for the door.

EXT. Street outside nightclub

Loki leaves the nightclub and starts off home, turning a corner. He hops over a chain  
link fence and into an alley, humming a tune to himself.

EXT. City streets

Phoenix comes to the end of a street and turns, eagerly seeing the telephone hardline   
a block away, on the other side of the street. She begins to jog. Suddenly we hear a CRASH  
behind her.

Phoenix closes her eyes in frustration, already knowing what it was.

AGENT BROWN (v.o.)  
Ms. Brewster. 

Phoenix slowly turns around to face her adversary. An agent dressed in a black suit is standing  
twenty feet behind her. Even in the middle of the night he is wearing bulky black sunglasses.  
Behind them we hear the hardline ringing.

AGENT BROWN  
Why are you leaving us so soon? 

They stare eachother down for only a second before Phoenix turns around and bolts for the  
hardline. A bullet explodes the parking toll stand right next to her, spraying change everywhere.  
Phoenix ducks out of the way. Two more bullets rush by her, barely missing her head.

Phoenix runs sideways and jumps up, in slow motion, bouncing off the brick wall of an  
old building for momentum and leaps into the middle of the street. She is almost to the  
phone booth. There is a rush of wind and the Agent jumps right in front of her in slow motion,  
smashing a parked car into a pretzel and using the momentum he created to bodily tackle  
Phoenix to the ground. As they hit the concrete, his gun scatters away.

Phoenix groans as she is slammed into the hard pavement. We hear the crack of her ribs.  
A thin line of blood is trickling out of the side of her mouth. She rolls over and throws the  
agent off of her, he lands just a foot away. Immeaditly he is on his feet again. He launches a kick  
at her that she dodges by rolling to the side. As she does so she pulls out the small pistol from her  
jacket and fires off ten shots, all of which the agent dodges in a blur of lightning fast movements.  
On her last shot she nails the agent in the arm, knocking him off ballance, giving her the time she  
needs.

She jumps to her feet and makes for the phone booth as fast as she can. She is only a dozen  
feet away.By now the agent has gotten up and is chasing after her. She smashes through  
the glass doors and lunges for the ringing receiver. She places it to her ear just as the agents hand  
smashes through the glass to grab her throat. There is a shower of broken glass and as it  
falls away we see that his clenched fist has grabbed nothing. Phoenix has vanished.

He tightens his jaw as he pulls out his arm from the both and calmly walks away, the target escaped.

EXT. City streets

Loki continues along home. A slight rain begins. He pulles his jacket tighter around him  
and quickens his pace.

EXT. City streets-outside Tabernacle

Loki turns a corner and comes within sight of his home, the TABERNACLE. It is nestled in  
between an abandoned raido station and a half-built skyscraper, both in a state of heavy  
decomposition. The Tabnernacle is a four story brick building, and very old by the looks of it.  
There are three windows on each level, all dark except for one on the highest level. A set of about  
10-15 concrete stairs lead up to the wooden door.

Loki jogs the last few meters to the stairs.

EXT. Tabernacle stairs

Loki leaps up the stairs in a hurry to get out of the rain, and as he does so, the door opens   
and a tall man dressed in all black and with combat boots walks out. Holding his hand is a  
little girl, of about nine years old. She is dressed like a Catholic-school youngster, with a  
white shirt and blue jumper. She hides her face as Loki passes them. The man nods a gretting  
to Loki, who does the same. Loki is confused, but quickly opens the door and walks inside.

INT. Tabernacle 1st floor

The old door creaks open and Loki enters. It is dark and moldy, almost creepy. A broken   
chandiler hangs from the ceiling. Through a door to his right, we see an old dining room.  
A tall china cabnet sits empty, it's contents looted decades ago. One of the glass doors hangs  
open, but all the glass has been shattered. A decaying white table cloth covers and old table.  
Loki takes off his jacket and throws it on one of the chairs.

Loki passes by the door and walks right to the achient staircase and starts heading upstairs,  
holding the handrail. He passes up two more flights of stairs . Both the second and third floors  
are empty and decrepid, everything is covered in dust. Finally he comes to the fourth floor. It is  
a hallway with only two doors. The door to his left is open just a crack, but we can see a  
golden-yellow light streaming out into the dark hall. Loki walks over and opens the door, entering.

INT. Tabernacle - Temple of Zion

The room is very bright, awash with a golden light emmiting from hundreds of candles. Loki  
has to raise his hand to shade his eyes. Incense sticks burn in little saucers at various points  
in the room. As for the structure of the room, it is large yet very simple. The walls are bare  
and the yellowed paint is peeling. There is only one window, at the far wall.There is a small  
bed in the far corner. The only decoration in the entire room is a large banner with a strange  
symbol crafted on it. We recognize it as a piece of Matrix codeing from the opening sequence.  
It is in the shape and likeness of a Z for Zion.

In the middle of the floor, sitting on an achient-looking Chinese meditation chair, is an old Asian  
man with stringy gray hair that flows past his shoulders. His legs are crossed in an  
indian style position and his eyes are closed as he meditates. This is NICODEMUS.  
On the ground next to him is an old walking stick, intricately carved with hundreds of figures.  
He has his back to Loki. Without opening his eyes, he breathes out a long heavy sigh, comming  
out of his intense meditaion. He does not turn around though.

NICODEMUS  
Hello Jamie. Welcome back. 

He has a horse, raspy voice that is full of wisdom.

LOKI (a little suprised)  
Oh, hey. How do you always know when it's me, anyway? 

He raises one of his eyebrows suspiciously. Nicodemus turns around slowly and  
opens his eyes.

NICODEMUS  
Why do you always ask? 

Loki laughes off the question. Nicodemus rarely gives him a straight answer.

LOKI  
Who was that guy anyway? 

He motions behind him with his thumb, indicating the stranger he passed on the stairs.

NICODEMUS  
Ah, an old friend. But you need not worry yourself with him. You know I always have  
visitors.

LOKI  
Well, whatever; I'm hitting it. I've got work in the morning. 

Loki tirns around and walks to the door, shutting it behind him.

NICODEMUS (softly)  
The time is comming, Loki. Your time. 

As he returns to his meditation, all the candle flames in the room begin to bow in the same  
direction, in complete synchronization, like a wind was blowing.

INT. Tabernacle - Loki's room

Loki flips on the light switch next to the door as he enters his room, but it emits only a little   
light from a single bulb on the ceiling. We can tell that, while still shabby and old, this  
is the best kept room in the house. Posters of metal bands and all sorts of other things adorn  
the walls. On a sturdy wooden table are three computers: one Mac, two PC, as well as a printer,  
a phone, and a tiny desk light. All the computers are on sleep mode, and they are humming  
softly. Loki presses a few buttons and they all come to life, casting a green glow on Loki's face  
as he sits down and begins to type, going back and fourth between all three computers. Dozens  
of cheap floppy discs are stacked up on the table next to him, all home- made viruses and programs.  
He pulls on some headphones and goes to work.

CUT TO :

INT. Tabernacle - Loki's room

Loki is typing away when suddenly all three of his computers suddenly freeze then go dark.  
Then tiny green letters type themselves onto his screens.

TEXT  
Hello Loki. My name is EON. 

LOKI  
What the hell?

Loki tries to hit the escape key, then control - alt - delete, but nothing happens.

Text continues to spread.

EON (text)  
I am downloading a virus onto your A: drive. Do not be alarmed. I made it for  
you. You will know when you must use it. But for now you must hide it. You will hear from  
me again. 

And then all the computers simutaniously shut down. Loki stares in disbelief at the screen.  
After a beat, he reaches out his hand ejects a floppy disc frim the center computer. The virus.  
He stares astonished, for the words "Bowls of Wrath" have been neatly typed on the label. Loki  
shakes his head.

LOKI  
This is too weird. 

He shoves the virus in a plastic bag and throws it into his backpack, along with the cash he got  
from Knox and a few other discs. He then switches of the lamp on his desk.

EXT. City streets - outside Knox's place

Knox and his 5 buddies from the club walk down the street and stop at an old warehouse. Knox   
kicks open the door and they all enter.

INT. Knox's place

The warehouse has long since been abandoned. Piles of boxes are scattered about, crates  
have been turned over to be used as desks. A couple of laptops and modems have been palced on some  
of the crates. Two large metal briefcases are on one of the other crates. Knox walks over and  
startes up the laptops as his friends relax. There are two girls, AMP and SHIVA. The other three  
are guys, REVEREND, NIX, and ECHO. Nix walks over next to Knox as the other take seat  
on the crates.

Knox pulles the virus out of his coat pocket and slips it in to the first computer, booting up the   
program. Nix sits down in front of the other laptop, hacking into the database.

SHIVA  
Hey Knox, pass out the goodies! 

Knox turns to her and throws her a syringe. He then passes out the goods to the others.

CUT TO :

INT. Knox's place

It looks to be an hour later or so. Reverend, Amp, Shiva, and Echo lie on the floor, their   
bodys full of drugs. Spent syringes have been scattered all over the floor. Nix and Knox are   
still at the computers, drug free.

NIX  
Yes! I'm in.

KNOX  
Good. 

Knox begins loading up the virus as Nix connects a cord between the two computers. The  
program begins. We see one account ballances on each computer. The one on Knox's says 0  
and begins to add up, and the account ballance on Nix's begins to decrease. 200,000...190,000  
...150,000...

KNOX  
Come to pappa... 

Suddenly we hear dozens of boots on the rooftop, runnning along the sides.

NIX  
Goddamnit!

KNOX  
It's the Feds! 

Knox throws open the two metal cases, revealing stacks of money, but more pertinent, Glock  
pistols. He takes one out and cocks it, then throws one to Nix. The others have jumped to  
thier feet, now in a rush. Reverend pulls out his weapon and shoves another syringe onto his arm,  
filling himself back up.

REVEREND  
Hell yes. 

Amp starts to cry, trying to load her pistol, but she drops the bullets all over the floor.

The door that they came in from bursts open, and MARINES, dressed in all black, pour in.  
The lights on their guns are sweeping all over. Reverend starts firing. The shootout begins.

(Soundtrack note select clips from "Let the Bodies Hit the Floor" - Drowning Pool)

Boxes explode as bullets tear through them. Amp dives behind one of the crates,  
hysterical. Echo is blasted after taking down one of the marines.

Nix gets pumped with metal as his body flies back and smashes into the computers, knocking  
them over. Knox fires, one pistol in each hand, and takes down two marines. Glass shatters and  
rains down on them as the marines on the roof drop down through the windows. Reverend takes  
out two of them. There are now over 20 marines in the room. Shiva gets blasted and slumps to the  
floor.

Reverend shoots another marine before three marines fill him with lead, and his body jerks   
with each impact.

Knox is hiding behind one of the metal crates. Bullets zip over his head. He turns to see Amp  
crawling toward one of the low windows. If he can only keep the marines attention on him, she might   
be able to escape. He shoots her a last goodbye and nods, and she starts out the window.

Knox rolls from his hiding place, screaming, firing wildly. He takes down at least three of the   
marines. Amp has made it out the window and gives one last glance to Knox, seeing bullets rip  
him apart. Crying, she runs down the road, hiding behind the other warehouses.

CUT TO :

Int. Reverends place-later

Close up of a pair of expensive leather shoes as they crunch the glass they are walking over.

We pan up to see that it is AGENT BROWN, followed closely by AGENT JACKSON  
and AGENT HUNT. They are all dressed identically, in black Armani suits and sunglasses.  
They all have hardwires. One of the marines runs over to them. He looks to be in charge.

MARINE  
Mission accomplished, sir. But we believe one of the suspects escaped. A young female.

AGENT JACKSON  
Very well, Seargent. Find her then report back to me. 

The marine salutes them and runs off. The agents scan the warehouse with their eyes. Boxes  
and crates have been scattered about. Bullet holes and shells are everywhere. At least a  
dozen bodybags are lined up at the entrance, one by one bieng loaded onto an ambulence.  
Agent Brown walks over to one of the laptops. It is riddled with bullet holes. He presses a  
button on the side and the disc pops out. He takes it and places it in his pocket.

AGENT BROWN  
We'll need to file this in the archive.

AGENT JACKSON  
Yes.

AGENT HUNT  
We've found the origionator.

AGENT JACKSON  
The name is Loki.

AGENT BROWN  
Find him. 

INT. The Exodus - Main Deck

All is dark, but we can see the faint outline of two figures, one male, one female.  
They are standing next to an elaborate setup of screens, all dark. The man has  
a slight Hispanic accent.

MAN  
The Excalibur was ambused just a little over an hour ago. Six casualties; only the  
Captian and Rex survived. 

The woman sighs.

WOMAN  
Do you think this kid can help us? 

We recognize her voice; it's Phoenix.

MAN  
I can only hope so. This can't go on any longer. We're dying out there.

PHOENIX  
When are we going in for him?

MAN  
Tomorrow. 

FADE OUT

FADE IN

EXT. Outside Tabernacle - Next day - Morning

Loki hopps down the steps, dressed in his usual punk clothing. He has a backpack  
slung over his shoulder. He has a pair of headphones on, blasting his head with music. He  
starts over to the sidewalk and makes his way into the city.

EXT. Safehouse

Loki stopps next to an old, beatup apartment building and walks around back. There is  
a large matinence shed with a big padlock on the wooden door. Loki pulls out a key from  
his pocket and opens it. Dust scatters as he swings open the achient door. After looking  
around to see if he is being followed, he brings out the plastic bag carrying the money and  
viruses and tosses them inside before locking it back.

Looking around again, he heads back to the street and continues on to work.

EXT. Outside McDonalds

The McDonalds is located on a corner in the middle of the city, in one of the better sides of town.  
People ride by on bikes. The traffic is somewhat heavy. Loki crosses the street and walks into  
the building through a back entrance.

INT. McDonalds

In the back, Loki changes from his punk getup into his McDonalds employee outfit. He throws   
his old clothes into the backpack as well as his cd player. He gives a grunt and tosses it in the   
corner, leaving the room through the far door into the restruant.

INT. McDonalds - later

Loki is busy taking orders at the window. A car pulls up and hands him a few  
bills, which Loki throws into the register and gives the man back his change.

LOKI  
Thank you. 

His voice is humorless and cold.

One of the other workers at the front counter beckons to him.

COUNTER MAN  
Hey Jamie! Someone here to see you.

LOKI  
All right dude, be right there.

He hands his head set to the man as he passes him.

LOKI  
Take over for me for a second. 

He walks up to the counter to see Amp standing there. Her eyes are dry but red with  
shed tears. Her hair and makeup are frizzled. Loki leans in close to talk to her.

LOKI  
Jesus, girl! What happened to you?

AMP  
They wasted him!

LOKI  
Who? Wasted who?

AMP  
Knox! Last night! It was the feds! They found us, killed all the others. I was barely  
goddamn' able to get out. I'm sure they came for your virus. They'll come for you next! 

Loki looks like he has been dealt a physical blow, but he can see that she is near  
hystarics.

LOKI  
Look, just calm down. I'll be fine. 

He puts a comforting hand on her shoulder.

LOKI  
Meet me at the safehouse at one. We'll figure out what to do.  
You know where the safehouse is? 

Amp nods.

AMP  
Allright. But be carefull! They must have known about the virus. You'll be next. 

She slipps out of the restruant. Loki stands there, unmoving.

LOKI  
Shit! 

The counter worker walks over and hands him the headset.

COUNTER MAN  
What the hell was that all about?

LOKI  
Nothing. Forget it. 

Loki takes the headset and walks back over to his window, muttering obsceneties.  
Suddenly a female voice comes over his headset.

VOICE (v.o.)  
Hello Loki.

LOKI  
Phoenix?

PHOENIX (v.o.)  
That's right. We wanted to wait, but, unfortunately the two of us have run out of time.  
The're comming for you Loki. You have to come with us. 

Loki looks out the drive-through window and sees no one.

LOKI  
Where are you? How did you get onto this line?

PHOENIX (v.o.)  
There is no time now. I'm in a black car about a block away, on you right. Meet me in  
three minutes.

LOKI  
What, I'm supposed to just leave?

PHOENIX (v.o.)  
Yes. You have no other option. 

Loki sighs.

LOKI  
Fine. I'll be right there. 

There is a click and the voice dissapears.

LOKI  
Never liked this job anyway. 

Loki takes off the headset and places it on top of the register. He calls to another employee.

LOKI  
Hey Amber, take over for me for a sec, would you? 

Without waiting for an answer he walks out the back, carefull to grab his bag on the way out.

EXT. Outside McDonalds

Loki stides across the street to the other side and starts down the sidewalk. A moment later  
he comes to an allyway on his right.

EXT. Alleyway.

A long black SUV is waiting for him. All the windows have been tainted black. As he turns  
the corner into the alley it slowly crawls forward until it's backseat door is parallel to him.  
He hesitates, then opens the door and climbs in.

INT. SUV

Loki looks around at all the other faces inside the SUV. Phoenix is sitting next to him, in the same  
outfit from earlier. He can't see the driver very well, but he can tell that it is a man with   
short, dark hair. The man in the passenger's seat slowly turns to face him. He is of mexican   
heritage, with curly dark hair and black wrap-around glasses. A short, well-trimmed gotee  
adorns his chin. He is wearing a black leather trenchcoat with a black 3-piece suit under it, as  
well as a black shirt and striking red tie. He is BISHOP. He has a slight accent. We recognize his  
voice as the man from the ship earlier. He holds out his hand to Loki.

BISHOP  
Greetings Loki. I am Bishop. I'm very glad you've come. 

Loki hesitates, then shakes his hand.

BISHOP  
Please, make yourself at home. 

Loki takes his bag and puts in the in the back, then turns back to face the others. Bishop  
has turned around, facing the street, but continues to talk to him. Phoenix has averted her  
eyes out her window as well. Loki places his hands in his lap and leans against the window,  
trying not to look nervous.

BISHOP  
There is no need for fear here. We are here to help you. 

He turns to the driver.

BISHOP  
Cable, take us to the Exit. 

CABLE nods and places his foot on the accelerator. The SUV exits the alleyway and  
takes a left.

BISHOP  
I don't know how well you're going to handle what I want to show you, Loki, but  
nevertheless, you have come this far. 

Loki shifts in his seat.

BISHOP  
You are here because you have a question. Your here because of The Matrix.  
Am I correct? 

Loki tries to keep us his "bad-ass" attitude.

LOKI  
Simple way of putting it.

BISHOP  
I am here to give you the answer to this question that has bothered you, bothered you ever  
since you were a young teenager. You are very special, Loki. You have become aware of things  
in this world that few others have. You have realized that there is something wrong with the world,  
something you can't explain, but you know is there. A fundamental flaw that just eats away at  
you, driving you mad. It is that feeling that has driven you to Phoenix and I. It is the presence of  
The Matrix. 

He pauses.

BISHOP  
Do you want to know what it is? 

Bishop draws out the last three words, letting them hang. Loki nods,and Bishop resumes.

BISHOP  
Have you ever had a dream within a dream, Loki? How can you tell if you have truly woken up,  
or if all of this is nothing more than a figment of your imagination? The answer is you cannot.  
You can never know for sure. The Matrix is everything, Loki, it is everywhere You can see it when  
you look out of the window next to you. You can taste it when you bite into a piece of cherry pie.  
It is the dream that you have dreamed since birth. It is the fantasy of freedom. This dream has  
but one purpose : to blind you from the truth. The truth that you are a prisnor, a slave to The Matrix  
itself. Bishop pauses again.

BISHOP  
I can't tell you what the Matrix is. But I can show you. 

Bishop pulls out a small metal box from the inside of his jacket and opens it on his palm, and  
we zoom in on the contents: two pills, one blue and one red, side by side.

The car comes to a halt behind an achient movie theater.

CABLE  
We're here. 

Bishop nods his approval and turns back to face Loki.

BISHOP  
It is time for you to make the choice. You take the blue pill...

Bishop takes the blue pill out of the box and displays it.

BISHOP  
...and this never happened. You return to your job, your home, your old life. And continue  
dreaming the dream of freedom. Or... 

Bishop takes the red pill out.

BISHOP  
...you take the red pill, and I show you just how much of a dream it all really is. The c  
hoice is yours. 

Loki looks from one pill to the other, then back again.

BISHOP  
Remember, all I offer you is the truth. 

Loki takes the red pill from Bishop's hand and swallows it with the help of a tiny water  
glass in the armrest cupholder.

BISHOP  
Excellent. Come with me. 

EXT. Outside Theater

Bishop, Cable, and Phoenix all step out of the SUV similtaniously, with Loki faltering behind.  
We get our first good look at Cable. He is tall, early thirties, with short dark hair and rectangular  
black sunglasses. He wears all black, with a black jean jacket. They shut the doors and head inside  
the old building through an aging green door, Bishop first, followed by Cable, Loki, and finally Phoenix.

INT. Movie Theater

The door they entered is located at the very front of the large room, right next to the old projection  
screen. Bishop flipps on a lightswitch next to the door and the little lights along the isles light up,  
illuminating the path. They take the stairs to the right of the rows of seats, all the way up to the projection  
room. Bishop fiddles with the handle for a split second and they enter the projection room.

INT. Projection Room

The room is fairly small, with a few computers lined up on a desk where the projector would usually be.  
In the middle of the room is what looks like an old dentist chair.

BISHOP  
Please, sit. 

He gestures towards the dentist chair. Loki quietly obeys, looking around at the strange machines in  
the room. There is an antique telephone mounted on a strange console that is hooked up to one of the  
computers.

Cable sits down in front of the computers and turns them on. He starts loading programs and whatnot.  
Phoenix starts attaching wires to Loki's arms and legs using medical tape; they look like some kind of  
sensory receptors. Loki tenses up.

LOKI  
What is all this?

PHOENIX  
It's your exit to the Real World.

LOKI  
The Real World? 

Phoenix shushes him gently.

Bishop is standing next to Cable and he dials a number on the antique phone, then places the receiver  
ontop of a black box on the console. Wires are running out of the box, and we see they are the  
same wires Phoenix just hooked up to Loki.

Bishop takes out his cell phone and presses a button.

BISHOP (into phone)  
Mok, is the tracking system almost finished? 

He pauses for a moment while the person on the other end replies.

BISHOP  
Good. We'll need the signal soon. 

Bishop places the phone back in his pocket. He then turns to face Loki.

BISHOP

That pill I gave you is part of a tracing program. It disrupts the carrier waves in your brain in  
a minute way so we'll be able to find your body.

LOKI (nervous)  
What the hell is that supposed to mean?

CABLE  
It means the dream's over, kid. 

Bishop turns to Cable.

BISHOP  
The injector, please. 

Cable whips out a strange looking silver pistol from his jacket and hands it to Bishop.  
He proceeds to calmly aim at Loki. Loki's eyes go wide.

LOKI  
Hey! What the fuck is this?

BISHOP  
Relax, it'll only feel like a bee sting. It's programmed for minium pain. 

Bishop fires right into Loki's left leg. Loki winces. He opens his eyes to see that a small dart has  
stuck into his leg. It looks like a syringe. The plunger on the top flushes, injecting something  
into Loki's leg. Loki stares on in horror as a thick silver liquid, like mercury, starts conusming  
his leg. It simutaniously flows down to cover his foot and crawls up his leg, engulfing his upper leg in  
the fluid.

LOKI  
Jesus Christ! 

Bishop pulles his cell phone back out and hits a button.

BISHOP  
Get the signal ready.

LOKI  
Oh my god! Oh my god! 

He is scared out of his mind.

The liquid continues to cover his body. It has consumed both his legs and is creeping up his chest.  
Cable watches Loki's life signs on the computer, which are ovbiously supplied from the wires.  
Loki is panicing.

LOKI  
It's cold! It's so cold!

BISHOP  
Relax. It's almost over. 

The liquid is crawling up his neck and spills onto his face.

BISHOP  
Send the signal now! 

The liquid spills into his mouth and he screams. It quickly turns into a gurgle.

INT. Projector Room - Loki's POV

The room blurs, then goes completely black.

INT. Projector Room

Bishop and Phoenix stand looking at the chair where Loki was sitting.

It is empty.

FADE OUT

FADE IN

EXT. Pod Fields

We open right above a single pod. The pod is black, and filled to the brim with a pink fluid,  
like Jello. We can barely discern the shape of a human. As we watch, the body starts to move.  
The arms fly out in all directions, like a drowning person. After a second, they break through  
the top of the goo.

A body leaps out - Loki. All his hair is gone and he is very pale. Little wires, like IV lines,  
are running into holes all over his body. A strange black tube is running into his mouth. With  
great agony, Loki reaches up and pulls it out. It goes a long way back, like a Facehugger.

Loki gasps for breath, his eyes wild with fear. He looks over the side of his little pod in a state  
of disbelief. He is surrounded by bodies, all in pods like he is, all asleep. As he sweeps his gaze,  
he sees that there are hundreds, thousands, possibly millions of other pods, all mounted on huge  
cylindrical towers that race up to the black sky for thousands of feet. If this is a nightmare, it is  
the worst one ever. As Loki swiveles his head, he detects the presence of something in the back  
of his scull. He slowly reaches his hands behind his head to find a long, metal object running  
directly into the back of his scull. He is too scared to speak.

Without warning, a large, hovering robot drops out of nowhere and floats in front of Loki. Loki tries  
to back away, but it catches him by the neck in an awsome claw grip. Loki is helpless.

On of the arms on the machine reaches back to the back of his scull and latches onto the   
metal cord, and twists the hole thing out. It looks extremely painful. Blood and brain fluid drip  
out of the hole where the device was plugged in. The robot takes off as quick as it appeared,  
and Loki, powerless, falls back into the goo.

After a few seconds, a hole in the back of his pod opens and the fluid quickly begins to   
flush itself out. Loki grasps for the sides, but begins to get dragged along with the goo.

Suddenly, large metallic claws latch onto his torso and begin lifting him out of the draining pod.

EXT. Pod Fields

We watch from below as the claws gently raise Loki up towards the floating structure of a  
large, futuristic hovercraft : the Exodus. Two ajoining doors in the hull open up and Loki is  
pulled inside.

The doors close behind them.

INT. the Exodus

It is very dark and dim. Loki is pulled up though the dock bay doors and continues on to the  
ceiling. But the winch stopps pulling upwards, and Bishop, dressed in dirty, torn clothing,  
grabs ahold of Loki and cradles him in his arms, wrapping a warm blanket around him.

Loki is only barely concious. He can barely open his eyes. Bishop looks down at him.

INT. the Exodus - Loki's POV

Bishop is looking at him, upside down.

BISHOP  
Welcome home.

Loki's eyes close.

FADE OUT


	2. ACT 2 part 1

FADE IN 

INT. the Exodus - Loki's room

We open on Loki, lying on a small army cot He is dressed in dirty rags and his shirt  
has a few holes in it. He slowly wakes up. He puts his hand on his head. 

LOKI Jesus. That was one hell of a bad dream.

His eyes open and he sits up. Only then does he notice the IV running into his arm. He  
looks around, scared. His room is fairly empty and small, all metal. He reaches to  
the back of his scull and feels the metal hole. This was no dream. There is a knock at the  
door. Before Loki can respond, the door opens and Bishop steps in. Like Loki, his clothes  
are messy and old, and he has the metal holes on his body as well. His face is still the same.

BISHOP  
Good morning Loki. I trust you slept ok.

LOKI  
Where the hell am I? What is this place?

BISHOP  
The Real World. And it's more of a when question.

Loki stares, puzzeled.

LOKI  
Alright, when is this place?

BISHOP  
Somewhere around 2750.

Loki goes pale and lays back down.

LOKI  
It's 2750!

BISHOP  
Unfortunately yes.

LOKI  
How the hell is that possible?

BISHOP  
Come, I'll show you.

Loki unsteadily gets to his feet, wobbling around like a newborn deer.

BISHOP  
We gave you muscle growth stimulants. Don't worry, they'll wear off in a few minutes.

LOKI  
Why would I need stimulants?

BISHOP  
Because you have never moved your muscles before.

Loki gives a questioning look.

BISHOP  
It will all become clear soon.

Bishop leaves the room and Loki follows, shutting the door behind him.

INT. the Exodus - Hallway

They walk down a catwalk and head for the main deck.

BISHOP  
This is my hovercraft, the Exodus.

Bishop looks around him and slides a hand along the metal walls. They are covered in   
pipes and wiring,ect. They finally come to the main deck. It is a large room,with seven  
dentist-like ectoskeleton chairs that strangely resemble the one from the movie theater only  
older and made of all metal, all in a semi-circle. In front of the chairs is a big computer terminal  
with five old flatscreens, all positioned at different places and surrounding a pair of keyboards.  
It is the room that we saw earlier after the shootout at Knox's place. 

BISHOP  
This is the Main Deck and Core, where we use pirate signals to hack into the Matrix.

There are people standing around the room, waiting for them. Some are busying themselves   
with things, others are just watching them with their arms folded across their chest. Bishop names  
them, left to right.

BISHOP  
This is my crew. On the far left, that's Nitro.

NITRO is an imposing fiugre, in his early-mid thirties He is around six foot, with a well toned  
muscular system and stringy, dark blond hair that is somewhat long but not in his eyes. He  
has a scowl on his face. He nods to Loki, emmiting a 'Clint Eastwood' bad-ass attitude.

BISHOP  
Cutter,

CUTTER is a beautiful Asian woman who's soft features have been hardened somewhat but  
still radiate beauty. Loki is quick to notice that she has a considerable chest. She smiles.

BISHOP  
and Angel.

ANGEL is young, maybe a year older that Loki. She has bleached white hair that is fairly short,  
going to just below her ears. Two long strands hang into her face like spikes, and all of it  
curls inward a little at the bottom. She is quite attractive, with a well toned body. She is cleaning a  
metal pipe, which looks like it came from the wall on their' right, where another man is repairing a  
section of piping. She looks kind of nervous, maybe just embarassed with the appearence of a male  
closer to her age on board.

BISHOP  
This is our technician and mechaninc, Mok.

MOK is of African origin, but his skin is paler, as if one of his parents was caucasian. His hair is  
short and spiked. He looks about twenty eight or thirty. He also has no mechainical holes in him,  
unlike everyone else. There's a friendly smile on his face.

MOK  
Heya buddy.

BISHOP  
And you have already met the others, Phoenix and Cable.

Phoenix and Cable nod to him, then continue helping Mok Bishop turns back to Loki,  
placing a hand on his shoulder. 

BISHOP  
You wanted to know what the Matrix is. Now I can show you.

He leads Loki over to one of the chairs and Loki nervously sits down, keeping his eyes   
on Bishop. Bishop puts a hand on Loki's forehead and leans him back slowly until his head is  
resting on the headrest.

BISHOP  
Load us up.

Bishop takes a big black plug with a long, thin needle on the end in his hand. It is connected to  
some moniters behind the chair. He down looks at Loki from behind him.

BISHOP  
This is going to feel really weird.

Before Loki can react, Bishop slips the plug into the socket in the back of his scull through  
a hole in the headrest. Loki's face tighens in anguish, then relaxes as Loki seems to loose  
conciousness.

INT. Construct

Everything is white. As far as the eye can see, there is nothing but emptyness. Loki, in a getup of  
a black tee shirt and jeans, spins around, disoriented. Suddenly, as he turns, two leather chairs and a  
flat screen tv materialize out of nowhere. The tv seems to hang in midair. And Bishop, back in his Matrix  
clothes, is sitting in one of the chairs, waiting for Loki.

LOKI  
Bishop, what is all this?

BISHOP  
This is a loading program for the Matrix. Around here we call it the Construct. We can load anything  
from objects to programs, anytime we want.

LOKI ( in a state of disbelief )  
So were in a computer system?

BISHOP  
Exactly.

LOKI  
How? How is this possible?

Bishop takes in a deep breath.

BISHOP  
Come sit down. It is due time for you to learn the truth.

He motions to the chair next to him and picks up the remote to the tv.

INT. the Exodus - Main Deck

A few minutes later...

Loki sits up in his chair unpluged from the Construct.

LOKI  
Oh my god.

He is weak and pale. Bishop has unplugged and walks over to him.

LOKI  
I think I'm going to be sick.

Loki falls out of the dentist chair and his the ground hard. He is so weak from shock that he cannot  
pull himself up onto all fours. Phoenix, who is standing right next to him, tries to help. He promptly  
pushes her away. Then, abruptly, he throws up. It is a sticky white fluid. He breathes hard for a  
moment, then vomits again.

Bishop places a hand on his back and pats him gently.

BISHOP  
It's all right. You'll be ok.

Loki sits up and leans against the chair, not looking much better. He wipes his mouth with his  
shirt sleeve.

LOKI  
I'm sorry.

PHOENIX  
Don't be. It happens to everyone.

BISHOP  
You better get some rest.

Loki nodds his head wearily.

FADE OUT

FADE IN

INT. the Exodus - Loki's room.

Loki is curled up on his bed. Bishop knocks and enters. He comes and sits on the floor next  
to Loki's cot.

BISHOP  
I know it's hard. I had the same feelings you are having when I was pulled out. We all go through  
it. But this war has to end. And that is why we unplugged you. Like Angel, who has only been  
unplugged about six months, we need you for your virus making. It is the only was to stop the machines.

Loki rolles over and looks at Bishop.

BISHOP  
You are an excellent virus maker, Loki. We need your skill. If we can somehow infect the Matrix with  
a killer virus, we can cut off the machine's energy source and then defeat them on their own ground.  
Peace will never be achieved without the anniliation of all of us or all of them.

Bishop takes a deep breath then leans back onto the side of Loki's bead.

BISHOP  
Many years ago, there was a man named Neo He was known as The One. The one who  
would end the war. His comming had been prophocied for generations. And he did that. He  
propogated a temporoary peace with the machines, at the cost of his own life. And for a time, that  
was good enough. The machines claimed that we would slowly be able to start unplugging those that  
wished out, and for a while, we did. But they went back on their word. Five years after the peace began,  
they denied us claims to any more of their crops; our fellow humans. There were a few small  
skirmishes, and then one of our ships was destroyed in combat. That pushed us over the edge. Ever since,  
we have been at war. That was ten years ago. My crew is dedicated to one thing Loki, the complete  
destruction of the Matrix. We have been fighting for years now, and the end is in sight. As long as the  
Matrix exists, the human race will forever be enslaved. We need your help, but I cannot force you to  
ablidge. If you wish, you can stay in Zion and stay out of the fighting. Or you can stay with us, here,  
on the Exodus, and fight beside us. 

There is a long pause.

LOKI  
Is there any way to go back?

Bishop shaked his head. Another long silence; Loki is collecting his thoughts.

LOKI  
Those images you showed me, those were all real? The power plants, all that?

BISHOP  
Yes. And someday you will see them in person.

LOKI  
God, those were the most sickening images I have ever seen in my life. And I've seen alot.  
But in all my life, I have never really done anything. If I stay here, with you, and give my life a  
reason for existance. I can help someone for once. And I'm want to do that. I have to.  
You're right, this has to end.

Loki stops, suprised a his own statement. Bishop turns and looks at him.

BISHOP  
Good. Now get some rest. Your training starts tomorrow. I wish we could wait and give you more  
time to adjust to your surroundings, but time is ever against us.

Bishop stands and places a firm hand on Loki's shoulder, then exits.

CUT TO :

INT. the Exodus - hallway

Flourescent lights begin to flicker on up and down the hallways.

INT. The Exodus - Loki's room

Loki looks up from his bed as Mok enters.

MOK  
Hey buddy. Get a good sleep?

LOKI  
Not really.

MOK  
Don't worry. You will tonight.

Loki looks up at him, puzzled.

LOKI  
Why do you say that?

Mok grins.

MOK  
Wait and see.

CUT TO :

Int. the Exodus - Main Deck

Loki gently sits himself into one of the dentist chairs, still uncomfortable around new technology.  
Mok slides the metal needle into the back of his head. Loki grimaces. Mok walks around him and  
plops down at the computer terminal, putting on a headset with a microphone and earpiece.

LOKI  
Jesus, this feels really weird.

MOK  
I wouldn't know.

LOKI  
You we'ren't born in the Matrix?

MOK  
Nope. Your lookin' at a child of Zion.

LOKI  
What is this 'Zion' I keep hearing about? Is it some kind of city?

MOK  
Yep, the last human city. About 400 kilometers under the surface.

LOKI  
Why does it have to be so far underground?

MOK  
Warmth. There is almost no light above the surface, not near enough to sustain life. Topside  
is just one massive graveyard.

Loki takes a minute to swallow this infromation.

MOK  
But you'll learn more about that later. You'll probably even see it, and the sooner the better. But  
back to your training.

He grabs a bunch of tiny hardisks off a little table suspended below one of the monitors and  
shifts through them.

LOKI  
What are those?

MOK Programs. I load them into the Construct and you interact with them just like you would the Matrix.

Loki nodds his head in understanding.

MOK  
Let's see. We've got some basic procedure programs, weapons training, physical combat, code  
interpretation programs; all kinds of goodies. Your pick.

A devilish grin spreads across Loki's face.

LOKI  
Weapons training.

MOK  
Have fun.

Mok shoves the disk into one of the drives and presses a few buttons. Information is suddenly  
streamed into Loki's head, and he shakes just a little as his mind is absorbed by the program. His body  
relaxes into a sleep-like state.

INT. The Exodus - Main Deck

Bishop walks up behind Mok, who is still sitting at the computers.

BISHOP  
How is he doing?

MOK  
Pretty good for his age. He's been going for about three hours now. But I think he's just trying to impress  
her.

BISHOP  
Who?

We pann over to see that Angel is in one of the other loading chairs.

CUT TO :

Int. Construct - Dojo

The dojo is large, like to ones in Chinese kung-fu flicks. Lots of beautiful wood panneling. The walls  
are lined with all kinds of melee weapons: katanas, sparring staffs, numchucks, ect.

Suddenly Loki smashes into one of the wood posts and falls over, winded. He is wearing a black  
tanktop and black workout pants, as well as black fingerless gloves. He gets to his knees, rests for a  
moment, then stands.

Angel walks over. She is wearing all white, with long pants and a tiny tanktop that exposes her   
midrift. Very attractive. He hair is put up in an exotic fashion on top of her head.

ANGEL  
You'r getting better at this.

LOKI (shrugging)  
Thanks.

ANGEL  
I know I'm not the best person to learn from;  
hell, I've only been unplugged for a few months.

LOKI  
Nonsense. Your a great teacher.

Angel rolls her eyes playfully, accepting his blatent flirt but not cooperating. Loki grins.  
Angel walks a few feet away and assumes a fighting stance.

ANGEL  
Now try again.

They race towards eachother, arms flailing legs kicking. The moves are so beautiful and   
coordinated it looks like an exotic dance.

Loki throws two punches, which are both blocked by Angel. In return, Angel delivers a roundhouse  
kick that strikes Loki in the shoulders.But instead of toppling over, Loki rolls with the kick and  
twists until he is behind her. Before she can stop him, he delievers a kick that sends her flying a  
few feet. Without missing a beat, Angel places her hands on the ground and flips her whole body  
around in the air, now facing Loki again. They both shake from adrenaline and anticipation and they  
charge again. Fists fly but neither can reach an advantage on the other. Finally Loki throws a punch  
that slips past Angel's defenses and strikes her on the jaw. Before she can recover, Loki's foot finds   
her chest and she is thrown back a few feet, tumbling to the gorund. Loki relaxes. Angel stands up  
smiling, but clutching her chin.

BISHOP (v.o)  
Very good, Loki.

We turn to see that Bishop is now behind them. He is dressed in all black, much like Loki, except  
he is wearing a long 'kimino' robe with a red obe sash.

BISHOP  
But I suggest a new medium. I assume Mok loaded the melee combat program for you?

Loki nodds.

BISHOP  
Good.

Angel is already at the 'weapons wall' and is taking down a large sword that resembles a katana,  
only much longer. The blade is almost four feet long. Angel swivels the sword in her hand.

ANGEL  
It's called a 'No Dachi'; it Japanese.

Loki stares dumbfounded at the grace Angel has when she twirls the weapon. Only Matrix-  
induced powers would enable a person to wield it in such a fashon.

LOKI  
What does 'No Dachi' mean?

ANGEL  
'Horse-killing sword.'

She grins micheviously.

BISHOP  
Don't worry. I had Mok dull all the blades before I jacked in.

Loki relaxes a little. Angel smiles at him daringly.

ANGEL  
Choose your weapon.

Loki walks over to the wall and pulls down a fanciful looking trident. He spins it in his hands,  
twisting it all around his body. Confident, he walks back infront of Angel and assumes a fighting stance.  
The two combatants stare each other down.

BISHOP  
Begin.

The words are barely out of his mouth when the two race at each other. But the fight is over almost as  
soon as it begins. Loki blocks one blow before Angel whacks his shoulder with incredible speedand  
steps back. Loki just stares. Bishop smiles. 

LOKI  
Damn!

BISHOP  
Indeed, the girl is good. I taught her to think beyond programming knowledge and to embrace the skill  
itself. Improvision and adaptation cannot be written, they must be discovered by the individual.

He pauses.

BISHOP  
Again.

(Soundtrack note "Tea House" by Juno Reactor)

Loki proceedes slower this time, and the combatants circle eachother. Angel makes the first  
move, jabbing for Loki's abdomen, but Loki quickly blocks it with his trident, swinging Angel's  
sword away from him. They each trade a few lightning fast blows, not making any gorund.  
Loki strikes out with his trident, but Angel latches her sword in between two of the tips of the  
trident and swings upward. This yanks the trident right out of Loki's grasp and it flies into the air,  
then falls right into Angel's grasp. She twirls is for a moment before thrusting the handle to Loki.  
She winks at him as he takes the trident from her.

Bishop grins at the pair.

BISHOP  
Thats enough for now.

Angel nodds and seems to speak to the air.

MOK  
Alright Mok, get me outta here.

Code suddenly envelopes her as she goes transparent, then dissapears. Bishop turns to face Loki.

BISHOP  
The main purpose of this exercise is to teach you one thing : you must learn to free your mind.

LOKI  
'Free my mind'?

BISHOP  
You have to forget everything you know about the rules and regulations of physical abilities.  
You must forget what the Matrix has taught you about what you can and cannot do. Let it all go.  
Quiet your thoughts and focus only on your goal. You will then be able to do things that, by  
all the standards of the Matrix, are impossible.

Bishop turns his head to the ceiling and speaks, just like Angel.

BISHOP  
Load the jump program.

The ground dissapears below them, and suddenly they are ontop of a giant skyscraper. The  
corners of Bishop's mouth curl in a small smile.

BISHOP  
I want to show you a little trick.

CUT TO :

INT. The Exodus - Main Deck

Loki groans as he is pulled out of his dreamworld and back to the real. He grunts and touches  
his side. Phenox is standing over him, and she pulls the jack out of his head.

PHENOX  
Jump program?

LOKI  
Jump program.

MOK  
Don't worry kid, nobody has ever made their first jump. Not even the One himself.

Loki shrugs as he sits up.

LOKI  
Why does my side hurt? I thought it was just a program?

Bishop has gotten out of the loading chair and walks over to him.

BISHOP  
Like the Matrix, the program is wired directly to your brain. If get hurt in the Matrix, you'll wake  
up with an ache. They'll go away in an hour or two as the effect wears off your brian.  
But if it's a serious injury, thats a different story. If you get yourself killed in the Matrix,  
your brian will shut down here, killing your real body.

Loki just looks at his feet.

CUT TO:

INT. The Exodus - Mess Hall

Loki walks into the mess hall, a tiny room with a long metal table. The rest of the crew, save for  
Phoenix, is already sitting down. Loki takes a seat next to Cable just as Phoenix enters and sits next  
to Bishop. Nitro passes him a little metal can that is filled with some sort of watery goop. Loki just  
stares at it for a moment.

LOKI  
What the hell is this?

CABLE  
It's a synthetic compound of vitamins, minerals, and protiens. All your body needs to survive  
and stay healthy.

Loki stirrs it with his spoon.

LOKI  
Well it looks like oatmeal and grits. I'm not touching it.

Loki pushes the can away from him.

NITRO  
Eat it or go hungry, kid. It's all we got.

Loki takes a look around, seeing everyone else practically inhaling the stuff. He closes his eyes  
and shoves a spoonful in his mouth, then grimaces.

LOKI  
Tastes like watered-down oatmeal, too.

Loki continues eating, grimacing the whole time.

PHOENIX  
Good boy.

They all eat in silence. Loki finishes his meal and pushes the can away. He looks around   
akwardly, nervous from the silence. Trying to break it up, he looks over at Bishop.

LOKI  
So why do they call you 'Bishop' anyway? We're you some kind of priest?

Bishop pauses, swallowing his food.

BISHOP  
Something like that.

LOKI  
So why do you still go by that name? I mean, shit, how can anyone still believe in a God  
after learning this truth?

BISHOP  
Good point.

He pauses, thinking over his words.

BISHOP  
When I was still in the Matrix, I was studing to become a Reverend. I saw something I wasn't  
supposed to, some kind of glitch in the Martix, and I started digging deeper. And then I found  
the truth. It shook the foundations of everything I had ever believed. I forgot about God for  
many years. I figured the idea of "God" was just another way to keep humans under control.  
But then I found something, deep within the Zion archives : an ancient Bible; just like the ones  
I had read from during my slavery to the machines. I found that the Bible had been copied from  
another old copy that dated from before the rise of the Matrix. It was my first step towards  
redemption. I realized that God was more than a farce created to keep me under control.

Nitro rolls his eyes and stands up, quietly leaving the room. Bishop ignores him.

BISHOP  
I have learned that it is possible for God to let such things like the Matrix continue. For hundreds  
of years, the Israilites were enslaved to many different countries, and always God eventually  
rescued them. That is why I know this war can end. I believe everything that has happened, the  
enslavement of humanity, the role of the One, everything, is all part of his plan. God will deliver us.

CABLE  
Bishop, you know we don't by into all this "religion" stuff.

BISHOP  
Yeah, I know. But I'm not here to make you. I'm here to lead our civilization one step closer to  
victory. And that's what I'm going to do.

Bishop stands up, takes his empty saucer of food, and leaves the room.

LOKI  
I can't see how he can believe that God loves us after all that he has seen. What a joke.

CUTTER  
No one can understand it. Thats why he has a following of only a few dozen in all of Zion.

PHOENIX  
I know it's hard to believe, but I've seen him do things in the Matrix like I've never seen before. He  
is strong-willed and his belief is all that drives him. He believes that we can win this war, and that  
is what gives me hope, gives all of of hope. If he says we can do it, then I believe him.

Phoenix gets up and walks out, as do all the others except for Angel and Loki.

LOKI  
Only one more question.

ANGEL  
What's that?

LOKI (sarcasticly)  
If he was in training to be a Reverend, why is his name "Bishop"? Some kind of self premotion  
or what?

Angel gives a quiet laugh.

ANGEL  
Who knows. Who the hell knows.

FADE OUT

FADE IN

EXT. Tunnels of the Real

The Exodus speeds through the tunnels, energy crackling from it's hover pads.

Suddenly we see something move out of the corner of our eye, and then the long, terrifingly  
beautiful shape of a SENTINEL springs out from it's hiding place behind a large pipe. Two others  
are right behind it. Their tentacles wave to life, spreading out the arms of a mechanical octopus.

INT. The Exodus - cockpit

Bishop is piloting the ship, calmly adjusting the steering handlebars. Suddenly a holographic projection  
pops up from the dashboard computer, followed by a howling siren. The hologram shows three  
sentinels following behind them, and catching up.

BISHOP  
Damn!

He grabs for the microphone that controls the loudspeaker. There is a loud squeal of static before   
Bishop starts talking.

BISHOP (into loudspeaker)  
We've been ambused! Phoenix, I want you up here with me. Cutter, Nitro, Cable, you three  
man the machine guns. Do it now!

He slams the microphone back on it's holder.

INT. The Exodus - hallway

Loki is stumbling around, confused. Flashing red lights and loud sires assult his senses. Nitro and   
Cable push past him.

NITRO  
Get out of here kid, we're under attack! Go meet up with Bishop in the cockpit!

Loki nodds repeatedly, running down the hallway.

Nitro and Cable run into a fork in the hall, and each go seperate ways, into the two side  
machine guns.

INT. the Exodus - cockpit

Phoenix runs in and straps herself in the copilot's seat. Bishop is masterfully manuvering the  
craft through the tunnels.

BISHOP  
Throw everthing we've got to the right!

Phoenix throws a lever and the craft swirves, spinning around a tight corner into a side tunnel.  
Now the gunners will have the advantage when the sentinels come around the corner.

INT. the Exodus - left machine gun

Nitro jumps in his chair and buckles up, then yanks back the lever on the gun chamber, loading up a  
set of bullets. He pulls the periscope-like goggels over his eyes and starts firing.

INT. the Exodus - left machine gun - targeting view

Everything is in a tainted shade of green, light pink, and yellow.The yellow crosshairs narrow as the  
three sentinels turn into the tunnel after them and head straight for them.

INT. the Exodus - right machine gun.

Cable is firing away at the pursuing sentinels.

CABLE  
Allright you little bastards, come get some.

EXT. Tunnels of the real.

All three turrents on the ship are blasting away and the pursuing sentinels, metal shells  
flying in all directions. The lead sentinel lands on top of the ship, but unfortunately for it, the  
sentinel is right in Cutter's line of fire. It gets blasted away in mere seconds, exploding as it hits  
the wall of the tunnel.

INT. the Exodus - top machine gun

Cutter raises her hands in triumph.

CUTTER  
Woohoo!

INT. the Exodus - left machine gun

Nitro growls as he blows the other two sentinels out of the air and they explode into the wall.

NITRO  
Hell yeah!

He pushes the periscope back up and unbuckles his seatbelt and the alarms die.

CUT TO :

INT. the Exodus - cockpit

The group stands around Bishop and Phoenix as they calmy pilot the hovercraft.

LOKI  
What the hell were those things?

CUTTER  
Sentinels. We call 'em "squiddies" cause they look like giant metal squids.

BISHOP  
They're the machines' main soldiers. At once both a beautiful and hypnotic machine as well as the  
ultimate search-and-destroy unit.

CUTTER  
And we were lucky. That was just a small group. Probably just a reconnisance unit, we  
can handle those pretty easily. When they send fifteen or twenty of them, then it can be a  
problem.

BISHOP I'm bringing us up to shutdown depth, above the main landlines. No need to worry about  
sentinels there. We should all get some rest.

The group nods, and one by one they leave the cockpit.

INT. the Exodus - cockpit - later

Bishop takes the micrphone off the dash.

BISHOP  
Angel, Loki, I would like to see you two in the mess hall as soon as possible.

He replaces the microphone and turns to Phoenix.

BISHOP  
Take over for me, will you?

CUT TO :

INT. the Exodus - mess hall

Bishop is sitting at the head of the table. Angel is sitting a few feet down on his left. There is a  
long silence. Finally Loki enters and takes a seat across from Angel. A small smile creases the  
corners of Bishop's mouth.

BISHOP  
Thank you for comming. I felt it was time that we discussed your' purpose on this ship.

There is a short pause.

BISHOP  
As you well know, I am dedicated to one thing : the destruction of the Matrix. And I need programmers  
like yourselves to help me. We are not the first crew in the history of Zion that has taken upon this  
ardous task. But where every one of them has failed, we will suceed. Every past attempt on the  
Matrix has been through strength of arms. Assults have been made on the pod fields, to try and rid  
the Matrix of it's power, but each were thoroughly crushed by the machine's defense mechanisims.  
One attack was launched upon the machine mainframe itself, located inside the Matrix. That was many,  
many years ago, before the comming of Neo. But I have learned of the one way to truly destory the  
Matrix : and that is why you are here. The greatest enemy of any computer program is... 

ANGEL  
A virus.

Silence.

BISHOP  
You are both excellent virus makers. Angel, your "Thor's Hammer" was astounding.  
You managed to shut down an entire Phone network with a single virus.  
And Loki, your list of viruses is beyond count. Loki gives a proud smile.

BISHOP Zion needs the two of you to build a killer virus.  
One that can strike at the very heart of the Matrix : it's mainframe. Unfortunately, the location  
of this mainframe is unknown, but we know it exists inside the Matrix, and by releasing the virus  
there, we will be able to directly cut off the power to the machines in the real world. This crew is  
one of the best and toughest in all of Zion. If you can give us the means, we will destroy this thing.  
Now tell me, can you do this?

There is a long silence. The two hackers are looking down at the table. Finally, Loki raises  
his head.

LOKI  
Yes.

Bishop smiles.

LOKI  
But you said you didn't know where the mainframe is.

BISHOP  
We don't. But there are computer scientists in Zion who have been serching the Matrix for the  
mainframe. It will be found eventually, and probably very soon.

Loki nods his head in understandment. Bishop turns to Angel.

BISHOP  
And what about you?

ANGEL  
Sure. Yeah, I can do it.

BISHOP  
Good. Now why don't you two get some rest, you look like you need it. As he gets up to  
leave, he places a firm hand on Loki's back and slipps out of the room.

FADE OUT

FADE IN

INT. Computer screen

We are zoomed in close on a computer screen. The familiar Matrix code is streaming down.  
We pull back to reveal...

INT. the Exodus - Main Deck

Bishop is sitting in front of of the computer terminals, watching as the code streams down.  
All is silent. Suddenly we hear a small creak and Bishop turns around to see Loki entering.

BISHOP  
Loki, what are you doing? You should be asleep.

LOKI  
Can't.

BISHOP  
Thats understandable.

He sighs.

BISHOP  
Your thinking about your friends back home, arn't you.

Loki nodds, looking down at his feet. When he speaks there is a heavyness in his throat, like  
he is trying to keep from crying.

LOKI  
Yeah. Most of them were killed the day I was unplugged.

BISHOP  
I know. I saw when it happened on these very computers.

LOKI  
That's the Matrix?

BISHOP  
Yes.

LOKI  
Why do you have to look at it in code?

BISHOP  
The Matrix is huge, Loki. It's one big mega-city. Somewhere around the size of 20 New Yorks.

LOKI  
Shit!

BISHOP  
There are also a few mountian ranges and wilderness that surround the outermost  
edges. But there is very little activity there. All in all there's just too much data to decode. It  
would take 10 quantum supercomputers with more moniters than you can fathom to decode the  
Matrix down into a visual like the actual program that displays in your brain.

LOKI  
But your saying that the Matrix is mostly one big city?

BISHOP  
Hard to believe, isn't it?

LOKI  
Hell yeah. It dosn't really make sense.

BISHOP  
Well, think about it. When was the last time you went on a trip to another country? When was the  
last time you left the city? When was the last time you even heard the name of the city? As I've  
told you before,the Matrix program is all about control, Loki. The machines can supress the thoughts  
of those weaker than us, and they would never even think to ask the questions that I just asked you.

Loki is silent, it is all making more sense.

BISHOP  
And if that's not enough to tire your brain, I got something else that'll send you for a loop.

LOKI  
What's that?

BISHOP  
Nicodemus knows.

Loki's jaw dropps. He thinks it over for a few seconds.

LOKI  
Why didn't he tell me?

BISHOP  
He did not think you were ready yet. He was not there to give you the answer, but rather to be a  
guide for you. He helped you on your path, probably more than you think. He taught you the  
basics of hacking when he first took you in as a kid. Do you think that it was pure concidence? He  
also gave you little hints here and there. You probably never even noticed. But he subconciously  
planted the questions in your brain. Hell, you even lived in "The Tabernacle".

LOKI  
The what?

BISHOP  
The Tabernacle. Where the Temple of Zion is located.

LOKI  
What the hell is that?

Bishop leans back and folds his arms over his chest.

BISHOP  
The Temple of Zion is a sanctuary for the rebels. Our home in the Matrix. You see, Nicodemus  
was unplugged young, but he has lived in the Matrix to serve as a guide for other rebels. He has  
not left the Matrix in for many years, with the exception of the rise of Smith.

LOKI  
What was that?

BISHOP  
Smith was a rouge program that took over control of the Matrix and threatened the destruction  
of both man and machine. Neo defeated him. That was how the peace began, and the rebirth  
of the Matrix to Version 7. But that is unimportant right now, you can learn about that when we  
get back to Zion. What matters is that Nicodemus has spent over fourty five unplugged years in the  
Matrix.

Loki whistles.

BISHOP  
Because of that, he is extrodinarily powerful. He can manipualte the Matrix to a degree higher than  
anyone since the One. All from constant practice. And that makes him a target for the Powers That  
Be in the Matrix, namely the rouge programs or the Agents.

LOKI  
You mean the programs in the Agent Training simulation?

BISHOP  
Exactly. They see Nicodemus as a threat, as well they should. They have never been able to capture  
him though, mostly due to his secrecy. But things are changing. They are getting increasingly  
closer to finding him though. It is only a matter of time.

There is a long silence.

BISHOP  
Well, I think I've given you enough to ponder over. Now go back to sleep. Tomorrow we begin  
work on the Virus.

Loki nodds and sliently walks out of the room.

FADE OUT

FADE IN

EXT. Tunnels if the Real

The Exodus humms to life, the energy pads crakling with energy. The craft slowly pulls out from  
it's hiding space and drops a few meters to the tunnels below. It picks up speed as it travels down the   
achient corridors.

INT. the Exodus - Main Deck

Mok sits at his programmers chair in front of the computer screens. On his left is Angel, on his right,  
Loki. Mok puts on his headgear and starts loading up programs.

MOK  
You guys ready to roll?

LOKI  
You bet.

MOK  
Then lets get started, we got a long day ahead.

As we watch, time seems to fly as the camera makes continuous circles around the console.  
We see Angel and Loki interacting with Mok, pointing at things on the screen, talking, thinking,  
Finally the camera stopps spinning and zooms in on one of the computer screens as Mok  
reaches over and presses the "save" button on the touch screen.

MOK  
Done! Took three hours, but you've made your first Matrix virus. Good job buddy.

He pats Loki on the back. Loki can't help but smile in pride.

MOK  
Do you understand what it's supposed to do?

LOKI  
It should disrupt the weather patterns so it can go from rain to sunshine to blizzard in a  
matter of seconds.

MOK  
Good. Now let's see if it works.

He turns to Angel.

MOK  
You two get loaded up.

ANGEL  
No problem.

Loki walks over and takes a seat in the first dentist chair. He slightly blushes as Angel places  
her hand on his shoulder before ramming the plug into his scull.

CUT TO :

INT. the Construct

Loki is once again surrounded by white, in his black punk clothes. He hears the ringing of a cell  
phone and realizes that one has materialized into his pocket. He takes it out and lifts it to is ear.

MOK (v.o)  
I'm putting you two in a secluded part of town.  
The hardline is across the street. Hold on to your butt.

He turns around to see Angel right behind him. She is dressed in a white tanktop and tight blue  
jeans. Loki can't help but take a double take, even though he hides it pretty well. 

Suddenly the city rushes up to meet them and in the blink of an eye, they are standing in a beatup  
part of town : dumpsters covered with graffiti, boarded up buildings, the works. Across the street is  
a payphone. The sun is shining, but it is very cloudy and gray.

Angel takes out a cell phone and presses a button.

ANGEL  
We're in.

MOK (v.o)  
I'm loading it now. Expect some snow in about five seconds...

We watch for a few seconds and nothing happens, when the skies quickly darken and it starts to snow.  
As quick as it starts, it stops and the sun takes back the sky.

ANGEL  
Dammit!

LOKI  
What happened.

ANGEL  
The Mainframe counteracted the virus. Goddammit, this happens every time!  
They were able to counteract every virus I made since I've been unplugged. Never this  
fast though.

LOKI  
What do you mean?

ANGEL  
Usually it takes them a few minutes to come up with a counter to our viruses, but they  
beat this one in seconds!

The phone in the booth across the street starts to ring.

ANGEL  
Come on, I'll explain more when we get back.

They jog across the street to the phonebooth.

LOKI  
So how do we get back into the Real World?

ANGEL  
Through hardlines.

She nodds to the ringing phone.

ANGEL  
I'm not exactly sure how it works, something to do with the transportation of code through the  
line. You just answer it and wake up in the Real World.

They both look at the ringing phone.

ANGEL  
You first.

Loki tenatively picks up the reciever and holds it to his ear. Suddenly his body is enveloped with lines of code and he dissapears. The phone drops and hangs from it's cord.

CUT TO :

INT. the Exodus - Main Deck

Loki wakes up in his chair. Mok unpluggs him. He stands up and stretches. Behind him, Angel is waking up.

ANGEL  
How were they able to counteract us that fast?

MOK  
My guess is they already had a copy of that virus and knew how it worked.

LOKI  
How could they have a copy of a virus that we just wrote?

MOK  
We built a very simplistic virus. Dozens like it have been made before us, you can be sure.  
Even in the Matrix, a hacker might have written a virus very similar to ours, without knowing it.  
Whenever an agent or other program comes upon a virus they archive it in the Mainframe, so when  
another virus like it comes along they will be able to counteract it.

LOKI  
Like an immune system?

MOK  
Exactly. They also have programs written to decode and counteract viruses that they've never seen  
before. These take a bit longer. But I'm guessing that they already had a virus similar to ours in they're  
mainframe and were able to counteract it without much trouble.

ANGEL  
Do you really think the captian's plan will work? Can we build a virus they can't counter-act?

BISHOP (v.o)  
It's possible.

They all flip around in suprise to see that Bishop has entered the room.

BISHOP  
We would need a virus that would strike directly at the Mainframe it self.

MOK  
And we wouldn't know where to begin.

BISHOP  
True. No one knows the coding makeup of the mainframe itself, making it very hard to write a virus to  
corrupt it. But it can be done.

LOKI  
So if you knew the Mainframe was going to counteract it, why did we spend three hours making it?

BISHOP  
To teach you how to make a virus specifically for the Matrix. It was a learning experience,  
as well as your first jump into the Matrix as a free mind.

Right now, though, I suggest you two take a break. You can't get back to work in an hour or so, when  
your' brain is a little more rested. We'll also be heading in today, back to Zion that is. To take a  
week or two off.

MOK  
Finally.

Bishop patts Loki on the back as he and Angel walk out.

CUT TO :

INT. Construct - Dojo

Bishop is dressed in his long black kamino. Surrounding him are seven computer drones,  
dressed as thugs. Bishop takes in a deep breath and pulles out to katanas, one in each hand  
and prepares to fight.

Suddenly, we hear the ring of a cell phone. The thugs all freeze. Bishop sighs and puts down his  
weapons, taking out the cell phone from a pocket inside his robe.

BISHOP (slightly annoyed)  
What is it?

MOK (v.o)  
We got trouble sir. You better come see this.

CUT TO :

INT. the Exodus - Main Deck

Bishop wakes up and unpluggs himself. He quickly walks over to Mok, who is staring at his  
moniters.

BISHOP  
What happened?

CUT TO :

INT. the Exodus - mess hall

The whole crew is sitting around the long table. Bishop, hands folded, sighs.

BISHOP  
I'm afraid we're not going home just yet.

Everyone groans.

NITRO  
Why not?

CUTTER  
Yeah cap'! We've been gone for almost two months.

BISHOP  
Nicodemus has been captured.

Everyone stops their grumbling. Loki's face goes pale.

PHOENIX  
When?

BISHOP  
Just now. It was the Merovingian.

LOKI  
Who the hell is the Merovingian?

PHOENIX  
A rogue program in the Matrix. Very old, very powerful.

LOKI  
Well why the hell does he want Nicodemus?

BISHOP (soothing)  
I told you Loki, Nicodemus is a wanted man. The Merovingian probably believes he can use  
him against us, or sell him to the Machines.

CABLE  
Well what are we going to do?

BISHOP  
Mok, notify Zion. We're going in for him.

CUT TO :

Thanks to everyone who's read and the two people who reviewed. I hope you are enjoying. I know it's  
going really fast, but it slows down for a while in ACT II part 3. It's about to get pretty good, so stay tuned.  
Comments are greatly appreciated and it I feel like people are actually reading this I'm likely to write  
more sooner. 


	3. ACT 2 part 2

Ok, now the story really picks up. Sorry bout the annyoing formatting, I just got sick of trying to get everything in nice little collums and spaces like it actually looks like on Wordpad. lol. Enjoy!

* * *

CUT TO :

INT. the Exodus - Main Deck

Everyone is getting into the chairs and getting

jacked in. Loki goes over to a chair and begins to

sit down. Nitro looks at him with mild amusement.

Bishop place a restraining hand on his shoulder.

BISHOP

And just where do you think your going?

LOKI (astonished)

I'm going in with you!

Phoenix

Your not ready yet. This is going to get pretty

nasty.

LOKI

That man was like a father to me; the father I

never had. There's no way your going in without

me.

Bishop thinks for a moment.

BISHOP

Your choice. I can only warn you that your

going in way over your head.

Loki lays down and Bishop jacks him in.

CUT TO :

EXT. Abandoned Warehouse

(Soundtrack note "Millionare" by Queens of the Stone Age)

Everyone is crowded around a small table with an

antique phone on it. The phone is ringing, and Bishop

picks it up.

BISHOP

We're in.

He hangs up the phone and faces the others.

Bishop is dressed in all black except for his red

tie. He is wearing wrap-around shades and a

black leather coat.

The camera goes in a circle as we see all the

members of the crew in their Matrix getups.

Nitro is dressed in all black as well, with his

hair spiked up. He has on a long black coat on

that reaches all the way to the ground and drags a

bit, as well as black sunglasses.

To his right is Phoenix. She has on the same

clothing as before; all black.

Next to her is Angel. She is dressed completely

in white, with a beautiful white leather coat that

has extra material that connects her arms to

her jacket. She has on mirror-like silver shades.

Next to her is Loki, wearing black pants and a

tight white tank top, with a waist legnth black

jacket.

To his right is Cutter, in a skin-tight black

leather jumpsuit and black sunglasses.

And lastly is Cable, in a dark blue suit and

jacket, arms folded across his chest.

The camera comes to a rest on Bishop.

BISHOP

Let's go.

EXT. Street - Matrix

(Soundtrack note music fades)

It's nighttime. The street is illuminated

by flourescent street lights.

They all walk out of the big garage doors of

the building and stop in front of two cars,

a black van and a silver Aston Martin Vanquish.

Bishop and Phoenix hop into the Vanquish, and

the rest climb into the black van. Nitro takes

driver's seat.

Bishop revs up his car as Nitro gunns the van.

The Vanquish speeds off down the street, with the

van following close behind.

EXT. Outside Club Hel

The two cars pull up into a dark underground

parking lot. A few hundred yards away they

see the entrance to Club Hel, just a small

elevator guarded by three big bouncers. Many

other cars are parked near the entrance,

all of them exspensive and sporty.

The two cars park at the egde of the lot.

Everyone gets out and gathers around the

black van.

NITRO

So what's the plan?

BISHOP

You, Phoenix, and I are going in. We'll simply

ask nicely.

CUTTER

And if he says 'no'?

BISHOP

Than we'll get him back ourselves.

Bishop opens the trunk of the Vanquish and

we see that it is loaded to the brim with

weapons : assult rifles, automatic pistols,

shotguns; enough weapons and ammo to

supply a small army.

Cable smirks.

CABLE

We'll, personally, I hope he says 'no'.

LOKI

What about me? I want Nicodemus back as

much as anyone else.

BISHOP

This isn't your normal goth club. This is

the real thing. You don't realize what your'

getting into.

LOKI

I can handle myself.

BISHOP

I know how much Nicodemus means to you,

but I'll warn you again, your in over your head.

NITRO

Captian, this isn't right. This kid has no idea

what he's doing.

Bishop shoots him a stern look.

BISHOP

We're not going in for trouble. This won't

take long. And he needs experience. I guess

it won't do him too much harm.

NITRO

Captian, I'm telling you...

PHOENIX

Nitro, shut up.

Nitro grinds his teath but keeps his mouth shut.

BISHOP

Come on.

EXT. Outside Club Hel

The four of them approach the elevator; Phoenix

and Bishop up front, Nitro and Loki behind them.

The first BOUNCER sees them comming. He is tall,

probably six 'five, and well muscled. He has tattoos

up and down his arms.

BOUNCER

Bishop?

BISHOP

Let us in.

BOUNCER

What do you want?

Nitro steps up. He is almost as tall as the bouncer,

and looks like he could kick the bouncer's ass if

he wanted to.

NITRO

Perhaps you didn't hear the man.

Let us in.

The bouncer steps back half a pace.

BISHOP

We're not here to cause trouble.

The bouncer thinks a moment, then waves his

hands for the others to let them through.

The group walks into the elevator and the door

closes in front of them.

INT. Elevator

Bishop presses the red button, imprinted on it

is the word 'HEL'. The elevator starts to descend.

LOKI

What is this place?

PHENOX

Club Hel. The Merovingian's domain.

The elevator stops and the doors slide open.

The room is fairly large and is lined with concrete

pillars. At the far end of the room is a guncheck

table, and on the wall behind rows upon rows of

weapons.

To the left of the guncheck table are the doors to

the club.

A female COATCHECK in kinky blue clothing walks

up to them.

COATCHECK

Can I take your coat?

NITRO

No thanks sweetheart, we won't be here for to long.

They are quickly searched by a GUNCHECK. He finds

nothing, and waves them towards two big double doors

that lead them into the club.

INT. Club Hel - dance floor.

(Soundtrack note "Opptimissed" - Skinnypuppy)

We are assulted by flashing green lights and blacklights

and loud industiral-techno music.

Hundreds of people, dressed in all sorts of strange

clothes made of black and red leather are partying.

It is a grotesque scene. We catch glimpses of all

kinds of sickening, kinky scenes : nipple twisting,

gay and lesbian lovers, bondage games, self-mutilation,

ect.

The group stands on the platform infront of the

entrance doors and gaze across the twisted scene.

LOKI (astonished)

Jesus Christ!

BISHOP

I told you. This is the real deal.

NITRO

It's called "Club Hel" for a reason, kid.

BISHOP

Come on.

They step down into the mass of moving people

and are immersed in the crowd. They push their

way through until the come within sight of

a balcony overhanging the floor. A man is standing

up next to the rail watching them approach.

He is dressed in a black tuxedo and red shirt.

He is the MEROVINGIAN. He makes eye contact with

Bishop, then turns away.

The group comes to a staircase that leads up

into the Merovingian's chamber. Three guards

are waiting for them at the bottom of the stairs,

hands folded behind their backs. They are

dressed just like the bouncers from the entrance.

The center guard steps forward. His voice is cold

and hard.

GUARD

The Merovingian will speak with you.

The other guards step aside and the center

guard leads them up the staircase with the

other two following behind them.

INT. Club Hel - Merovingian's chamber.

The guard brings them before a large red

couch where the Merovingian is sitting.

Along side him is a beautiful woman in

a black leather micro-skirt and matching tube

top. This is PERSEPHONE.

Behind the couch, as well as all over the

room, other people are stading around,

watching the new arrivals. Standing behind

the couch is a tall, disgusting looking man

who appears not to have taken a bath

in years. We recognize him as the TRAINMAN.

Next to him is a particularly striking program,

a giant black man, nearly seven feet tall

and a shaved head. He is wearing something

that looks like a self-made fur coat. He is

flanked by two twin asian women, dressed

in skintight black pants and bikini tops.

We finally focus in on the Merovingian and

Persephone, sitting on the couch. The

Merovingian smirks. He has a heavy French

accent. (For the sake of redability, the

Merovingian's lines will be written with no

accent.)

MEROVINGIAN

Ah, well look who it is; Bishop, le l'assassn

de eragon, It has been quite a long time.

I don't believe I know your friends here, but that

is of little consequence. So tell me, what is

it that brings you to my domain?

BISHOP

You already know.

MEROVINGIAN

Well, of course I know. I always know. You

came for your friend. But there is something

else. Some other reason for your bieng here.

And don't think I don't know what that is as

well. Do not even try to play me off as stupid.

I know what you plan to do to my world, I

know what you would do with me. And if you

think I will stand by and let it happen, your

terribly mistaken.

Loki steps up so he is next to Bishop.

LOKI

What do you want with Nicodemus?

Bishop pushes him back.

MEROVINGIAN

I don't recall ever speaking to you, boy.

Stand back and let the adults conduct

their buisness.

Loki strains to leap for the Merovingian,

but Nitro holds him in check. Persephone

shoots a long glance in Bishop's direction,

then slowly gets up to her feet.

MEROVINGIAN

And just where are you going?

PERSEPHONE

Why must you ask me, love? You

already know.

The Merovingain scruntinizes her face, ovbiously

unaware of her intentions.

PERSEPHONE

The ladies' room.

She smiles sweetly.

PERSEPHONE

Where did you think?

The Merovingian strokes his hand down her

bare back, and flicks his head as a sign for

her to leave. She slips out of the room.

MEROVINGIAN

Ah, now where were we?

BISHOP

What have you done with Nicodemus?

MEROVINGIAN

Of course, you want your friend. Well I

happen to want him too. He is powerful,

is he not? The old man killed at three of my

men before they could bring him in. He's a

fistey one, your Nicodemus. But that is not

why I want him.

BISHOP

Then why?

MEROVINGIAN

He is my ultimate bartering chip. I can hold

him for ransom to you or the Agents. It is

possible that Zion could be persuaded to

give me whatever I wish in return for their

"hero". Like the access codes to the Zion

mainframe. Or the complete control of Zion

itself.

BISHOP

You are a fool if you think we will comply.

MEROVINGIAN

Or I can sell him to the Agents, who would

certainly profit from the capture of the biggest

thorn in their side. Either way, I have much to

gain.

BISHOP

What makes you think we will not simply

destroy you?

The Merovingian laughs.

MEROVINGIAN

It is you, not I, my good Bishop, that is the

fool. You think that you can simply come in

my own club and kill me? Ovbiously your

ignorance did not depart when you were taken

out of your dreamworld. You cannot defeat me,

no matter how hard you try. Now I suggest

that you leave me in peace before I get

frustrated.

Bishop clenches his jaw, his anger building.

BISHOP

We're not through here.

MEROVINGIAN

Says who; you? I think not. Now the field trip

back to the club house, Bishop; unless you

have some real buisness. No? Then get out.

BISHOP

Your harsh words will not save you this time,

Merv.

Bishop spins on his heels and heads for the stairs,

his coat fluttering behind him. Nitro and Phoenix

trun with him and fall in step behind, with Loki

faltering behind them.

EXT. Outside Club Hel

They are approaching the cars where the others

are waiting.

LOKI

What the hell was that all about? Are we

just going to leave Nicodemus here?

Bishop is still facing forward, looking on as the

others hop out of the van.

BISHOP

I tolf you Loki, if he said "no", we get

him back the hard way.

They approach the others.

BISHOP

Load up.

Cable smiles.

CUT TO:

EXT. Outside Club Hel

Various shots of the group pulling their

guns out of the trunk of the Vanquish.

Angel takes out her No Dachi and a glock pistol.

Phoenix has multiple pistols strapped to her waist

and his holding one in her right hand, as well as

a large gun with some kind of air tank mounted on

it. We realize that it is a small flamethrower.

Cable takes to assult rifles, one in each hand,

along with pleanty of extra ammo.

Bishop has twin automatic pistols and is loaded

with ammo. Loki takes two uzis. Cutter cocks an

automatic shotgun. Nitro is completely covered in

guns, all strapped to his legs and waist. He carries

a black crossbow with big arrows.

Bishop slams the hood of the Vanquish and

they all march toward the entrance back

into Club Hel, ready for an all-out war.

The bouncers catch site of them.

BOUNCER

Hey!

Before he can say anything else, Nitro

has pumped an arrow straight into his

chest. Bishop takes out the other two

guards before they can even react. The

bloodied bodies fall two the ground.

Bishop pushes the button to call the elevator.

The elevator doors open, and we are

suprised to see Persephone standing

in the elevator, looking at them.

BISHOP

Persephone!

PERSEPHONE

Bishop.

Bishop, a little suprised, regains his

composure.

BISHOP

What do you want?

PERSEPHONE

To help.

CUT TO :

INT. Club Hel lobby

The elevator doors open and the group walks out,

Persephone leading them. The room is empty, the

guncheck and coatcheck gone. Persephone sits down

on top of the guncheck table and sensuously

crosses her legs.

Bishop approaches her.

BISHOP

Why are you helping us?

PERSEPHONE

I'll be honest, Bishop. I hate this place.

I hate the Matrix. And I want out.

Bishop is taken aback.

BISHOP

You want us to "unplug you"? Like we would a

human?

PERSEPHONE

Exactly.

BISHOP

Is that even possible?

PERSEPHONE

Perfectly. Because of matinence and upgrades,

every program inside the Matrix has a machine

body outside of it. Only the most powerful programs

can eject out of their own accord. I only ask that

you free me, and in return I will give you back

your friend.

BISHOP

You've been planning this all along.

PERSEPHONE

Of course I have. I have been organizing

this ever since my husband got word of

your plans.

BISHOP

My plans?

PERSEPHONE (smartly)

You cannot play me for the fool any better

that you can my husband. I know of your plans to

build a virus that will destroy this place. And

I want nothing more. I only want to be out before

it happens. I've given you the deal. Take

it or leave it.

Bishop studies her, thinking.

BISHOP

How do I know I can trust you?

PERSEPHONE

You can't know for sure. You can only

act on what you feel is right. You can

trust me, or you can leave now with your

friend rotting away, waiting for my

husbands men to kill him or sell him to the

agents.

BISHOP

Take us to him.

Persephone smiles.

CUT TO :

INT. Club Hel - Merovingian's chamber

The coatcheck scrambles into the Merovingian's

chamber, very frightened. The Merovingian looks up

from his martini with contempt and annoyance.

COATCHECK

Sir!

MEROVINGIAN

What, what?

COATCHECK (frightened)

Your wife killed the guncheck! She, she told

me that if I wanted to live that I would come

and tell you that she's helping Bishop!

MEROVINGIAN

Goddamit, woman.

He makes a shooing motion with his hand

and the woman scampers off.

The Merovingian mumbles curses in French

and hands his martini glass to one of his

henchmen standing next to him. He beckons with

his hand, and the large black man behind him

steps up. He is APOLLO.

MEROVINGIAN

Apollo!

APOLLO

Yes sir?

His voice is super low.

MEROVINGIAN

I want them all dead. Every goddamn

one. Any body missing will be replaced

with yours. Am I clear?

APOLLO

Yes sir, perfectly clear.

MEROVINGIAN

Good. Take the Valkire girls too.

Behind him, the twin asian girls grin malevolently.

INT. Merovingian's Chateau - dungeon

We are in the middle of a large hallway lined

with cells. The big door at the far end opens

and the group, led by Persephone, walks in.

Behind them we can see the Club Hel lobby,

and then the door closes.

LOKI

Holy shit! What just happened?

PHOENIX (to Loki)

We went through a backdoor, an escape

program that lets you travel distances inside

the Matrix.

They walk a few paces until Persephone stops

in front of one of the cells, and she opens it using

a key.

INT. Merovingian's Chateau - cell

Huddled in the corner against the stone walls is

Nicodemus. He is beaten and bruised, but he

seems ok. Only minor wounds. He looks up as

the door swing open with a look of fear, but then

he recognizes Bishop. He hobbles to his feet

and walks over as fast as he can, overjoyed.

NICODEMUS

Bishop?

Bishop smiles and they embrace. He then sees

Loki, who he proceeds to give a strong handshake

to as well as a slap on the back.

NICODEMUS

Well if it isn't my little Jamie. Although now

you probably go by Loki.

Loki smiles, trying not to show too much emotion.

LOKI

It's good to see you, old man.

Nicodemus smiles and then notices Persephone.

NICODEMUS

How is this possible?

BISHOP

There is now time now, old friend. We've got to

get you out of here.

Nicodemus nodds and steps out into the hall.

They walk up to the big doors at the end of the

hall, and Bishop turns to Persephone.

PERSEPHONE

I've kept my part of the bargain. Now you keep

yours.

BISHOP

I have every intention to. But not now. We've got

to get him out of here. Contact us in a few days and

we'll come and get you.

PERSEPHONE

Thank you.

Bishop bows his head in farewell as Persephone pulls

out the key to get them back to the lobby.

PERSEPHONE

Wait. There is one more thing I must tell you.

BISHOP

What?

PERSEPHONE

It will take more than an ordinary virus to

destroy this world. A program you write outside

will not affect it. The mainframe will be able

to counteract anything you create. You need a

special virus. And I believe you already have

one.

She turns to Loki, who stares back puzzled.

PERSEPHONE

In order to break the Matrix, you will need to

unleash your virus upon the mainframe.

BISHOP

We already know that.

PERSEPHONE

Yes, but you do not know where it is. She does.

Persephone hands Bishop a neat buisness card.

PERSEPHONE

The "Book-keeper". She works for the machines, but

her allegiance is to me. Meet her at that exact

place and time, and she will be able to help you.

BISHOP

Thank you.

Without another word, Persephone turns her key in

the lock and the door swings open. They step outside

into the lobby, and before they can react, the door

shuts itself behind them. And standing at the far side

of the room in front of the elevator is Apollo and the

Valkire twins, waiting for them.

APOLLO

He wants to speak with you.

PERSEPHONE

I'm sure he does.

She turns and opens the doors again, but now they

once again open up to the rave. She shuts the door

behind her.

The two opposing sides stare at eachother for a split

second, then the action begins.

The group raises their weapons simultaniously and

bullets tear apart the air in the room. The two

Valkire twins spit up and attack from both sides.

Apollo runs behind the saftey of one of the stone

pillars. Bishop attempts to yell over the carnage.

BISHOP

Nitro! Get Nicodemus out of here!

Nitro grabbs Nicodemus by the arm and they make

a mad dash to the elevator. Apollo sees them and

gives chase. He leaps, but Nitro is able to dodge out

of the way, in slow motion. As Apollo passes him,

he fires a large bolt from his crossbow and hits him

square in the chest, knocking the program back.

As Apollo regains his footing, the elevator doors close

around Nitro and Nicodemus as they escape. Apollo

grunts and ripps the arrow out of his chest, then

phases out into a ghost-like figure. But instead of

turning a shade of pale green or white, his outline

a fierce red. When he phases back in, the wound is

healed. He runs back to the battle.

One of the twins is in a super-fast kung-fu fight with

Bishop. Bishop blocks and parries with his arms,

till finally he gets a square hit in her chest, knocking

her back. In the split second her defense is down,

he pulls out his automatic pistols from under his

jacket and proceeds to load her with bullets. She

drops to the ground, dead.

Meanwhile, the other twin is taking on both Cable

and Phoenix, dodging their bullets with super fast

moves. She hits Cable hard in the side and he flies

back into a pillar. Apollo picks him up and hurls him

at the door which breaks open. Cable flies out into

the rave hall, and Loki and Angel jump after him.

INT. Club Hel - dance floor

Suddenly the music in the rave hall stopps, as does

the fighting between Bishop's crew and the two programs.

Everyone is staring at them, including the Merovingian,

who is watching from his loft. He squints.

MEROVINGIAN

Kill them.

(Soundtrack note select clips from "Session" - Linkin Park)

The majoirty of the crowd pulls out some kind of

weapon, either a gun or some strange melee

weapon off the walls. The rest of them flee out the

big double doors.

The group forms a circle in the middle with their backs

to each other as the mob closes in on all sides.

Angel slashes wildly with her sword, lopping of limbs

and cutting down her opponets. Cutter blows apart

multiple programs with her shotgun.

Dozens of programs are falling under the constant

barrage of the team. From the double doors, we see

Apollo as he starts to tear his way through the

crowd towards the group, flinging into the air any

program unfortunate enough to get in his way.

Everything slows down as Phoenix raises her flamethrower

and the fuel in the tank begins to ignite. We jump

back into real time as a huge gout of flame bursts

upward into the air and Phoenix turns it on a dozen

attacking programs.

Cable takes a bullet in the shoulder and stumbles

back, hurt but still kicking. He fires both assult rifles

and the program that hit him flies back into the

mass of swarming bodies. Bishop breaks the arm of

one program, twists him backwards, then fires three

rounds into his back before tossing him into the

charging mob. Phoenix lets out another huge burst

of flams that consumes another dozen attackers.

Suddenly the flames spits and then dies. Quickly

she throws it into the crowd. We slip into Bullet

Time as she aims and fires at the weapon as it sails

through the air above the crowd. The bullet finds

it's mark right above the fuel tank and the whole

thing explodes as we return to real time.

Finally, Apollo makes it to the group. Flinging into

space the last program in his way, he dives for

Cutter. She fires a shotgun blast straight as his

chest, but he phases out and the bullets go right

through him striking another program. He phases back,

unharmed. His pointy teeth shine as he grabs her arm

and slings her into Loki, knocking him over. Two programs

jump for Loki, and he sprays them with bullets.

Apollo has lifted up Cutter and is pummeling her

in the chest with one arm and holing her in a

choke grip with the other. The defense of the circle

breaks, and the group is split apart by the mob.

Above the screaming and music, we begin to determine

a sound. Within a few seconds, we recognize it as a

helicopter.

We zoom in on the Merovingian, whose face twists

in fear and anger.

MEROVINGIAN

Oh shit...

Parts of the cement ceiling cave in, crushing many

of the programs as they scramble for cover. For a

brief moment the fighting stops, and Apollo releases

his grip on Cutter. She falls to the ground, dazed.

Crashing through the ceiling and landing with cat-like

skill are Agent Brown, Agent Jackson, and Agent

White. They calmly rise to their feet and Agent Brown

straightens his tie.

AGENT BROWN

Terminate them all.

They pull out their Desert Eagle handguns. The two-way

shootout has become a three-way firefight. Agent

Jackson breaks off and heads for the Merovingian's loft.

The crowd has thinned, giving the group a way to escape.

They regroup and start pulling back to the exit. Apollo

has run off to take on Agent Brown and Agent White,

who are mowing down every exile program in their sights,

blood spraying into the air.

BISHOP

Come on!

Phoenix is walking backwards towards the door,

blasting any programs that start to make for them.

Cable is limping, and Cutter is holding her arm,

bieng supproted by Angel.

Agent Brown sees them escaping and starts firing

at them. Chunks of marble and concrete explode

in slow motion all around them as bullets ricochet.

Loki nearly falls over as he gets hit with shrapnel

that sticks in his calf. Bishop supports him with

his free arm while still shooting with his other.

Their almost to the exit now.

CUT TO :

INT. Club Hel - Merovingian's chamber

Apollo is fighting Agent White and loosing horribly.

The agent pummels him with his fists, using the

butt of his pistol as a club. Apollo phases out real quick

and the Agent punches past him, but the second

he phases back the agent grabbs his arm and twists

it so hard it snapps. Apollo falls to the floor. The agent

presses his foot to the programs chest and fires

several round into him. The program's blood splatters

all over the agent. He smirks.

AGENT WHITE

Inferior.

CUT TO :

Agent Brown is now running towards the group, who

are almost to the exit. He pauses as Loki turns and

wildly sprays bullets in the agent's direction, forcing

him to stop and dodge them.

CUT TO :

Agent Jackson has destroyed the last of the Merovingian's

guards and camly approaches the leader of the exiles.

MEROVINGIAN

I suppose you're here to bring me in.

AGENT JACKSON

Precisely.

MEROVINGIAN

I'm afraid I cannot let you do that.

He assumes a fighting stance, and the agent charges.

Within seconds, the Merovingian has the upper hand,

and we can see that he fights as well as Neo ever did.

His arms are a blur, and the agent can only dodge some of

the punches. The agent throws a roundhouse kick at

his face, but he catches the agent's foot with one

hand, then spinns the agent in the opposite direction.

As the Agent Jackson falls to the ground, the

Merovingian kicks him in midflight, throwing him back

against the concrete wall and embedding him in it.

The agent falls out of his indentation, and concrete

chunks fall on top of him. The Merovingian smirks and

slaps the dust off his hand before pulling a key out

of his pocket. He looks around at the carnage below him

on the dance floor, then slipps through a backdoor in his

loft into the programming hallway, slamming the door

behind him.

CUT TO :

INT. Club Hel - lobby

The group has made it into the lobby and are sprinting

towards the elevator. Cable takes three grenades off his

belt, yanks the pins, and throws them back into the

dance hall before joining the others. They scramble inside,

and just as the doors begin to close, Agent Brown appears

in the doorway back into the dance hall. In slow motion,

the agent levels his pistol, and just as he fires, the

grenades explode, knocking him forward. His shot goes wide,

striking Phoenix in the chest as the elevator doors close.

She drops to the floor as the evelator ascends.

CABLE

Shit!

In an instant, Bishop and Cable are down next to her.

Blood pours freely from a wound in her chest. She

groans, her face starts going pale. The elevator shakes

a little from the explosions below. Bishop grabs her

hand.

BISHOP

Hang in there!

She coughs up blood; she's dying. She tries to sit up,

but is too weak. Bishop leans in.

PHOENIX

Bishop...thank you.

Her hand goes limp in Bishop's, a small stream of blood

trickles out of her mouth.

BISHOP

No! No no no...

A few tears start to crawl down his face. Everyone is

silent, heads bowed. We hear a little "ding" as the

elevator doors open to the parking lot.

INT. Outside Club Hel

The group solemnly exits, leaving the body of Phoenix in

the elevator. As they approach the cars, Nitro pops out

from the van. He looks over the group, they are all bloody

and covered with bruises. Cable is limping and clutching

his shoulder. Cutter is holding her arm against her

chest. Angel's white outfit is stained brown with blood,

and Loki seems to hava a broken nose.

NITRO

Where's Phoenix?

Bishop shakes his head.

BISHOP

She didn't make it.

Nitro goes silent, his head bowed in sorrow. In the

distance, we can hear police sirens.

BISHOP

Well, we better get out of here before more

agents show up.

NITRO

Yeah...

They all pile into the van and drive off.

FADE OUT

FADE IN

INT. the Exodus - main deck

The group stands around the exoskeleton chair

holding Phoenix's body. Everyone is silent. Bishop

is wearing all black with a home-made priests' white

collar chip.

BISHOP

She was a brave woman and a selfless person.

We all loved her and we will all miss her.

He pauses.

BISHOP

She gave her life to the cause which we have

all fought for. She will be remembered with honor

forever. God rest Phoenix, Captian's mate, strong

warrior, and loving friend.

He leans down and kisses her forehead before covering

her with a wool blanket. Everyone slowly walks out, one

by one, till only Bishop is left. He begins to cry

softly.

BISHOP

Why God? Why not me? It should've been me.

His tears land on the blanket and are absorbed. He

mournfully picks up the lifeless body, wraps it in

the cloth, and carries it in his arms to the infirmery.

CUT TO :

INT. the Exodus - Hallway

Loki knocks on the steel door and a moment later,

Bishop opens it a crack, checking who it is. He

sees it's Loki and swings the door all the way open.

BISHOP

Loki! Come in.

INT. the Exodus - Bishop's room

Bishop's room is nicer than Loki's, but it is

still cold and all metal. He has a small army cot

like Loki's and a little desk next to it with a

small flourescent lamp and an aging book. We see

that it is a tattered Bible. On the wall, a small,

homemade cross hangs. Bishop gestures for Loki

to sit in the metal chair as he sits down on the

bed.

BISHOP

Is there something you wanted to talk

to me about?

LOKI

Not much in particular. I just wanted someone

to talk to.

BISHOP

I can understand that.

There is a long pause.

LOKI

You were right, Bishop. I wasn't ready for

that.

Bishop looks at him, not speaking.

LOKI

I thought I could handle it. I really did.

But I couldn't. I thought, "You know, they're

just computer programs? How bad could it be?"

I was wrong. The screams, the cries of pain,

the death, it was like a waking nightmare.

And then Phoenix dying and all. I, I just

couldn't handle it.

He starts to cry very softly. After a moment he

stops and wipes eyes.

LOKI

Does it get easier?

BISHOP

No.

Bishop comes over and places a comforting hand on

Loki's shoulder.

BISHOP

I felt just as sick today as I did the first

time I ever killed a program. But it has to be

done sometimes. Always remember Loki, this is a war.

We are warriors. Killing is what we are required

to do, whether we like it or not. But we are

fighting for more than hatred of the machines

or greed for land and gold. We are fighting for

eachother. Our friends, our family, the entire human

race. And when you see the smile of a small child or

recieve a hug from a loved one, you remember why

we are fighting. And you know that we are doing

what is right.

There is a long pause as Loki thinks over what he has

been told.

LOKI

You're probably right.

BISHOP

I know I'm right. And when we return to Zion,

you'll see exactly what I mean. Sure there'll

be protestors and "pro-peace" nuts, and it can

be discouraging. But they have never had to face

what we do every day. They sit in their homes

and never see the evils of this horrible war

and the atrocities that we see. But when one of

the children gives you a hug or a piece of

chocolate and calls you "their' hero", you forget

about all that.

Loki grips Bishops hand as he gets up from the chair.

BISHOP

Never forget that.

LOKI

I won't.

There is another pause as Bishop removes his hand.

LOKI

So you and Phoenix we're close?

BISHOP

Yea. She was one of the first people I ever met

in the Real World. We were in love for a while,

when we were young.

LOKI

So what happened?

BISHOP

War. The war kind of split us apart as far as

lovers go. But we were always the best of

friends. I would have taken that bullet for her

without question. I should have.

A tear drops down his face.

BISHOP

We've all lost someone we've loved to this

war. It pains my heart to say that I've lost

many. Before it's over, you'll have lost someone.

That is why we have to win. To honor the deaths

of every single warrior who has fallen for

Zion.

He takes a deep breath.

BISHOP

That is why I will not stop until the Matrix

is nothing but horrible memory and the Machine

city lies in ruins.

Loki gives Bishop a pat on the shoulder, and

Bishop embraces him.

LOKI

Thanks Bishop. I needed to hear some of

that.

BISHOP

So did I.

Loki starts for the door, then pauses and turns

around.

LOKI

One more thing.

Bishop sits down in the metal chair.

BISHOP

Shoot.

LOKI

That woman, Pers-whatever, she mentioned

something about us already having the virus.

BISHOP

Yes...

LOKI

I think I know what she was talking about.

Bishop leans forward in his chair, intrigued.

LOKI

The night I met with Phoenix at the club,

someone hacked onto my computer, someone

named "Eon". He said he made me a virus

called the "Bowls of Wrath". He said I would

know when to use it. Somehow it wrote itself

onto the disk in my floppy drive. I think

that's what she was talking about.

BISHOP (muttering)

Revelation chapter 16!

LOKI

What?

BISHOP

The Book of Revelation chapter 16 : "Then

I heard a loud voice from the temple saying

to the seven angels, 'Go, pour out the seven

bowls of God's wrath on the earth.'" The Bible

tell us how God will use his Bowls of Wrath

as part of the Apocylapse.

LOKI

So this could be the device that brings the

End of the Matrix?

BISHOP

It's a possibility, and one I will think

heavily upon. And the fact that the Hacker's

name was Eon...

LOKI

Which is spelled with the same letters as "Neo"...

BISHOP

I don't want to jump to conclusions, now,

Loki. We'll take this one step at a time.

Do you still have a copy of the virus?

LOKI

Yeah, I've got it in Safehouse.

BISHOP

Then we'll retrieve it in the morining before

we head in for Zion.

Loki nods.

LOKI

Sounds good.

BISHOP

You better go get some rest.

LOKI

Yea. Thanks again Bishop.

BISHOP

Thank you, son.

Loki walks out and closes the door behind him.

INT. the Exodus - Hallway

As Loki walks into his room, the flourescent

lights up and down the hall start switching off,

one at a time. Loki shuts his door.

FADE OUT


End file.
